CONVERSION INTO PREFERRED STOCK Sample Clauses
The "Conversion into Preferred Stock" clause defines the terms under which existing securities, such as convertible notes or common shares, can be exchanged for preferred stock in a company. Typically, this clause outlines the conversion ratio, timing, and any conditions that must be met for the conversion to occur, such as a new financing round or a specific valuation threshold. By establishing clear rules for when and how conversion happens, this clause provides certainty to investors and the company, ensuring that all parties understand their rights and the resulting ownership structure after conversion.
CONVERSION INTO PREFERRED STOCK. Pursuant to the conversion provisions set forth in the Convertible Term Note, the Term Loan may be converted into series A preferred stock of the Borrower pursuant to the terms set forth in the Convertible Term Note.
CONVERSION INTO PREFERRED STOCK. On the Preferred Conversion Date, all outstanding principal (including accretion up to but excluding the Preferred Conversion Date) on this Note shall immediately and automatically be exchanged for the number of shares of Preferred Stock (rounded to the nearest whole share) obtained by dividing the Accreted Value as of the Preferred Conversion Date by the Conversion Price (as defined below)
CONVERSION INTO PREFERRED STOCK. The Issuer shall, as promptly as practicable after obtaining the requisite consent from its stockholders (i) prepare an Information Statement on Schedule 14C (the “Information Statement”) relating to the approval by written consent of (A) the issuance of the Conversion Shares as required by NASDAQ Listing Rule 5635 and/or (B) an amendment to the Issuer’s Certificate to authorize the issuance of Preferred Stock in each case, as applicable, and (ii) have such Information Statement filed with the SEC. The Issuer shall then use its reasonable best efforts Table of Contents to cause the Information Statement to be cleared by the SEC as promptly as practicable and disseminated to the stockholders of the Issuer. If the Information Statement has been disseminated and the written consent has become effective prior to the earlier of (i) a Mandatory Redemption Event and (ii) the one-year anniversary of the Closing Date, then:
(a) the Issuer shall, promptly after filing with the Secretary of State of the State of Delaware the Certificate of Amendment attached hereto as Exhibit B (the “Certificate of Amendment”) and the Certificate of Designation attached hereto as Exhibit C (the “Certificate of Designation”), deliver to the Purchasers an officer’s certificate, signed by the Chief Executive Officer of the Issuer, in form and substance reasonably satisfactory to the Required Purchasers, certifying that the representations and warranties contained in Article VIII are true and correct as of the date such officer’s certificate is delivered to the Purchasers as if made on such date; provided, however that references to the Notes shall be deemed to be references to the Preferred Stock, to the extent applicable.
(b) upon receipt of the officer’s certificate, and confirmation that the Secretary of State has certified, by endorsing upon the Certificate of Amendment and Certificate of Designation, the word “Filed” and the date and time of its filing, that the Certificate of Amendment and the Certificate of Designation have been accepted and filed in the Secretary of State of the State of Delaware, all of the Notes shall convert into the number of shares of Preferred Stock determined by dividing the aggregate outstanding principal amount, plus any accrued but uncapitalized interest, of the Notes as of such date by the Liquidation Preference, without further action on the part of the Purchasers or the Issuer, and thereafter all of the Notes shall cease to be outstanding; and
(c) t...
CONVERSION INTO PREFERRED STOCK. Each 2.75 shares of 3DX Common Stock then issued and outstanding and held by holders of 3DX Common Stock electing to receive preferred stock in the merger under this Paragraph 1.