Conversion Floor. The Borrower has the right to enforce a conversion floor of $0.10 per share as follows. If Xxxxxxxx receives a conversion notice in which the Conversion Price is less than $0.10 per share and elects to enforce the conversion floor of $0.10, the Lender will incur a conversion loss, defined as follows, which the Borrower must make whole by paying the conversion loss by cash payment, and any such cash payment must be made by the third day from the time of the conversion notice: Conversion Loss = [(High trade price on the day of conversion) x (Number of shares that would have been received if there was no floor)] – [(High trade price on the day of conversion) x (number of shares being received with the floor)]. In the event that any Borrower default occurs among any of the agreements between the parties, inclusive of the terms of conversion, the terms of this paragraph 1 of this Amendment shall automatically and permanently terminate. In the event that the Borrower either (a) issues stock at any price (in any type of issuance or sale including but not limited to sale, conversion, exchange, and compensation to any party (including the Lender)) below $0.10, or (b) if the Borrower enters into any agreement that may in the future provide for such issuance at any price (in any type of issuance or sale including but not limited to sale, conversion, exchange, and compensation to any party (including the Lender)) below $0.10, then the terms of this paragraph 1 of this Amendment shall automatically and permanently terminate. In the event that the Borrower enters into any agreement that provides for a floorless conversion, or floorless convertible, or floorless exchangeable security, then the terms of this paragraph 1 of this Amendment shall automatically and permanently terminate. ALL OTHER TERMS AND CONDITIONS OF THE $500,000 PROMISSORY NOTE REMAIN IN FULL FORCE AND EFFECT. Please indicate acceptance and approval of this amendment dated August 14, 2014 by signing below: /s/Xxxxxxxxxx Xxxxxxxxxx /s/JMJ Financial Xxxxxxxxxx Xxxxxxxxxx JMJ Financial Net Xxxx.xxx, Inc. Its Principal Chief Executive Officer Date: 08/21/2014 Date: 08/20/2014
Conversion Floor. In the event that any adjustment to the Conversion Price pursuant to this Section 2.11 would require the Issuer to seek shareholder approval pursuant to NYSE rules, the Issuer shall use its reasonable best efforts to hold a special meeting of its shareholders within ninety (90) days following the effective date of the corporate action that would have triggered the adjustment to obtain approval for such adjustment to the Conversion Price and the proxy statement related to such special meeting will include a recommendation by the Issuer’s Board of the Directors that the shareholders of the Issuer vote in favor of such proposal. If the shareholders of the Issuer do not approve such adjustment, the Issuer will use its reasonable best efforts to obtain shareholder approval at the next annual meeting of shareholders and each subsequent annual meeting thereafter. Prior to obtaining the shareholder approval required by the prior sentence, the Conversion Price shall be deemed to be equal to $2.52.
Conversion Floor. Notwithstanding the foregoing, if any conversions are effected at a price per Conversion Share below $0.25 (the “Conversion Floor”), the Conversion Price or Amortization Conversion Price, as applicable, the amount of such conversion shall be payable in cash by the Company to the Holder unless otherwise agreed by the Holder and the Company.
Conversion Floor. Notwithstanding the foregoing, if any conversions are effected at a price per Conversion Share below the lesser of (i)(a) for any conversion prior to December 31, 2023, $5.00, and for any conversion on or after January 1, 2024, $0.25 (the “Conversion Floor”), the Conversion Price or the Amortization Conversion Price, as applicable, the relevant request shall be cancelled and be of no effect as if a request to convert had never been made.
Conversion Floor. In the event that any adjustment to the Conversion Price pursuant to any provision of this Section 5 would require the Company to seek stockholder approval pursuant to NYSE rules or the NYSE rules would otherwise require any issuances or transactions contemplated by the Note to require stockholder approval, the Company shall use its reasonable best efforts to hold a special meeting of its stockholders within one hundred and twenty (120) days following the effective date of the corporate action that would have triggered the adjustment to obtain approval for any issuances of Common Stock pursuant to such adjustment to the Conversion Price or any other approval required under NYSE rules relating to the transactions contemplated by the Note and the proxy statement related to such special meeting will include a recommendation by the Company’s Board of the Directors that the stockholders of the Company vote in favor of such proposal. If the stockholders of the Company do not approve such issuance of Common Stock pursuant to such adjustment or any other approvals required under NYSE rules relating to the transactions contemplated by the Note, the Company will use its reasonable best efforts to obtain stockholder approval at the next annual meeting of stockholders and each subsequent annual meeting thereafter. Prior to obtaining any stockholder approval that may be contemplated by this Section 5(c), the Conversion Price shall be deemed to be equal to no less than $1.22 (subject to adjustment for any stock split, stock dividend, reverse stock split, combination or similar transaction).
Conversion Floor. Notwithstanding anything in Section 4 or Section 5 of this Note to the contrary, the Holder shall not be entitled to utilize a Conversion Price of less than $0.01 per share.
Conversion Floor. Notwithstanding anything in Section 4 or Section 5 of this Note to the contrary, the Holder shall not be entitled to utilize a Conversion Price of less than $0.03 per share (subject to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Shares).
Conversion Floor. In the event that any adjustment to the Conversion Price pursuant to this Section 2.11 would require the Issuer to seek shareholder approval pursuant to NYSE rules, the Issuer shall use its reasonable best efforts to hold a special meeting of its shareholders within ninety (90) days following the effective date of the corporate action that would have triggered the adjustment to obtain approval for such adjustment to the Conversion Price and the proxy statement related to such special meeting will include a recommendation by the Issuer’s Board of the Directors that the shareholders of the Issuer vote in favor of such proposal. If the shareholders of the Issuer do not approve such adjustment, the Issuer will use its reasonable best efforts to obtain shareholder approval at the next annual meeting of shareholders and each subsequent annual meeting thereafter. Prior to obtaining the shareholder approval required by the prior sentence, the Conversion Price shall be deemed to be equal to $2.52.
