Conversion Mechanism. The conversion hereunder of any applicable Preferred Share shall be effected in the following manner:
Conversion Mechanism. Any Lender electing to convert any portion of its then outstanding Term Loans and all accrued and unpaid interest thereon (the “Converting Lender”), shall notify ProQR Therapeutics N.V. in writing, stating the amount the Converting Lender requests to convert (the “Converted Amount”) and the account to which it wishes the Ordinary Shares to be delivered electronically upon conversion (“Conversion Notice”). ProQR Therapeutics N.V. shall deliver to the Converting Lender, on or before the third Business Day following the Conversion Notice, (1) a number of Ordinary Shares equal to the Converted Amount divided by the Conversion Price (the “Note Conversion Shares”) and (2) cash in lieu of fractional shares, if any. ProQR Therapeutics N.V. and Converting Lender shall produce, execute and file any document and make any arrangement as reasonably required to perfect such conversion. The Note Conversion Shares shall be fully paid, and the Conversion Shares shall be unrestricted and freely tradable securities following the earlier of: (i) the satisfaction of the holding period for such shares required under Rule 144, or (ii) the registration of the Note Conversion Shares under an effective registration statement in accordance with the Registration Rights Agreement. Lender shall be treated as a stockholder of record as of the Close of Business on the Business Day during which ProQR Therapeutics N.V. received the Conversion Notice. Following conversion pursuant to this Section, the Converted Amount shall be deemed fully paid and shall no longer be deemed a Secured Obligation hereunder. In addition, Borrower shall have the right to convert at any time all or any portion of the then outstanding Term Loans and all accrued and unpaid interest thereon into Ordinary Shares of ProQR Therapeutics N.V. at the Conversion Price, subject to fulfilment of all of the following conditions: (i) (x) the Ordinary Shares issuable upon conversion would be eligible to be offered, sold or otherwise transferred by the applicable Lender pursuant to Rule 144 or (y) the offer and resale of the Ordinary Shares issuable upon conversion, by the applicable Lender, are registered pursuant to an effective registration statement under the Securities Act and such registration statement is reasonably expected by ProQR Therapeutics N.V. to remain effective and usable, by the applicable Lender to sell such Ordinary Shares, continuously for the next 180 calendar days, (ii) during a period of 30 consecutive t...
Conversion Mechanism. (a) The Company agrees to give the Holder prior written notice of the contemplation of the Convertible Debt Financing, including all of the material terms and provisions thereof, not later than ten (10) days prior to the anticipated completion thereof. This Note shall automatically and without any required action of the Holder convert into a Convertible Debenture upon the consummation of a Convertible Debt Financing. Conversion of this Note shall be made upon surrender of this Note by the Holder to the Company at its principal place of business set forth in §7 hereof (or at such other office as the Company shall designate by notice in writing to the Holder from time to time in accordance with the provisions of §7 hereof); provided, however, that no Convertible Debenture shall be issued to the Holder until the Holder shall have surrendered this Note as aforesaid, and until such time, this Note shall represent only the right to receive a Convertible Debenture upon the surrender hereof.
Conversion Mechanism. The outstanding principal of this Note shall be converted in whole if the conversion takes place pursuant to Section 3(a)(i) or Section 3(a)(ii) or shall be converted in whole or in part at the sole discretion of the Holder if the conversion takes place pursuant to Section 3(a)(iii) (the amount so converted, the “Conversion Amount”). The Conversion Amount of this Note shall be converted into that number of fully paid Series F Shares as is equal to the Conversion Amount divided by the Price Per Series F Share. Series F Shares shall rank senior to all the existing classes and series of equity securities issued by the Company on or prior to the conversion and shall be subject to the terms in the Shareholders Agreement and the Restated Articles.
Conversion Mechanism. (a) Conversion of this Note shall be made upon surrender of this Note to the Company at its principal place of business (or at such other office as the Company shall designate by notice in writing to the Holder from time to time), accompanied by written notice of the Holder's election to convert in substantially the form of the Conversion Notice annexed hereto.
Conversion Mechanism. For the purposes of this Agreement, the conversions of Dollars into Reais or Reais into Dollars, as the case may be, shall be made at the average of exchange rates for the purchase and sale of Dollars established by the Banco Central for the administered exchange rate marked prevailing on the last business day preceding the relevant conversion date (Banco Central screen reference: SISBACEN PTAX 800, OPTION SALE 5).
Conversion Mechanism. (a) The Board shall have the power and authority to effect (i) the conversion of the Company's business form from a limited liability company to a Delaware corporation, (ii) the merger of the Company with or into a new or previously-established but dormant Delaware corporation having no assets or liabilities, debts or other obligations of any kind whatsoever other than those associated with its formation and initial capitalization or (iii) the liquidation of the Company and the distribution to the Members of the equity securities of a corporate subsidiary which owns all of the assets and liabilities of the Company (such a conversion, merger or liquidation is referred to as a "Conversion" and such Delaware corporation is referred to as the "Public Vehicle").
Conversion Mechanism. 5.1 In the event of BBI proceeding with the Acquisition BBI will provide Inverness with at least 7 days written notice of the Completion Date on which it requires the Conversion as part of the Closing of the Acquisition. In any event the Parties agree that the Completion Date and the Conversion of the Loan Monies into BBI Shares shall not occur prior to, but may occur simultaneously with, the Closing of the Acquisition. When serving this notice BBI shall provide Inverness with written confirmation that the terms of the Acquisition have been agreed (subject to funding) and written confirmation that the remaining funding for the Acquisition has been secured (subject to the financing arrangements being formally concluded as part of the Closing of the Acquisition).
Conversion Mechanism. (a) Conversion of this Note shall be made upon surrender of this Note to the Company at its principal place of business (or at such other office as the Company shall designate by notice in writing to the Holder from time to time), accompanied by written notice of the Holder or Majority Holders' election to convert in substantially the form of the Conversion Notice annexed hereto. If less than the full amount of the then outstanding principal and accrued interest hereunder is being converted pursuant to Section 5.1(a) hereof, then the Company shall issue another Note of like tenor to this Note for the remaining balance of the principal hereunder. If Majority Holders have made an election to convert pursuant to Section 5.1(b) hereof, the Company shall give Holders of more than $4,000,000 in aggregate outstanding principal amount of Notes who are not signatories to the Majority Holders' Conversion Notice written notice of the Majority Holders' election to convert within seven (7) days of the Company's receipt thereof. If such a Holder of more than $4,000,000 in aggregate outstanding principal amount of Notes desires not to have its Notes converted pursuant to Section 5.1(b), such Holder shall give the Company written notice thereof within 15 days after such Holder receives notice from the Company. Otherwise, such Holder's outstanding Notes shall be converted to Conversion Stock pursuant to Section 5.1(b).
Conversion Mechanism. The conversion hereunder of any Series A Preferred Share (the “Conversion Share”) shall be effected in the following manner:
