Common use of Conversion Floor Clause in Contracts

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

Appears in 1 contract

Samples: Net TALK.COM, Inc.

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Conversion Floor. The Borrower has the right to enforce a conversion floor of $0.10 0.4375 per share as follows. If Xxxxxxxx Borrower receives a conversion notice in which the Conversion Price is less than $0.10 0.4375 per share and elects to enforce the conversion floor of $0.100.4375, 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 3 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 $0.100.4375, 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 $0.100.4375, then the terms of this paragraph 1 3 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 3 of this Amendment shall automatically and permanently terminate. ALL OTHER TERMS AND CONDITIONS OF THE $500,000 400,000 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 /s/ /s/ X. Xxxxx Xxxxxxxxxx JMJ Financial Net Xxxx.xxxOriginOil, Inc. Its Principal Chief Executive Officer Date: 08/21/2014 _____________________ Date: 08/20/2014_____________________

Appears in 1 contract

Samples: Originoil Inc

Conversion Floor. The Borrower has the right to enforce a conversion floor price of $0.10 0.40 per share as follows(the “Conversion Floor Price”). If Xxxxxxxx Borrower receives a conversion notice Conversion Notice in which the Conversion Price is less than $0.10 per share the Conversion Floor Price and elects to enforce the conversion floor of $0.10Conversion Floor Price, then the Lender will incur a conversion loss, defined as follows, which the Borrower must make whole by paying the amount of 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. The conversion noticeloss shall be defined as follows: Conversion Loss = [(High trade price on the day of conversion) x (Number of shares that would have been received issued if there was no floor)] – [(High trade price on the day of conversion) x (number of shares being received issued with the floor)]. In the event that any Borrower default occurs among any of the agreements between the partiesBorrower and Lender, inclusive of the terms of conversion, the terms of this paragraph 1 of this Amendment Section 4 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 $0.10the Conversion Floor Price, or (b) if the Borrower enters into any agreement that may in the future provide for such issuance at any price (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 $0.10the Conversion Floor Price, then the terms of this paragraph 1 of this Amendment Section 4 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 Section 4 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.

Appears in 1 contract

Samples: Convertible Promissory Note (Originoil Inc)

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Conversion Floor. The Borrower has the right to enforce a conversion floor price of $0.10 0.4375 per share as follows(the “Conversion Floor Price”). If Xxxxxxxx Borrower receives a conversion notice Conversion Notice in which the Conversion Price is less than $0.10 per share the Conversion Floor Price and elects to enforce the conversion floor of $0.10Conversion Floor Price, then the Lender will incur a conversion loss, defined as follows, which the Borrower must make whole by paying the amount of 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. The conversion noticeloss shall be defined as follows: Conversion Loss = [(High trade price on the day of conversion) x (Number of shares that would have been received issued if there was no floor)] – [(High trade price on the day of conversion) x (number of shares being received issued with the floor)]. In the event that any Borrower default occurs among any of the agreements between the partiesBorrower and Lender, inclusive of the terms of conversion, the terms of this paragraph 1 of this Amendment Section 3 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 $0.10the Conversion Floor Price, or (b) if the Borrower enters into any agreement that may in the future provide for such issuance at any price (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 $0.10the Conversion Floor Price, then the terms of this paragraph 1 of this Amendment Section 3 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 Section 3 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.

Appears in 1 contract

Samples: Originoil Inc

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