Conversion Mechanism Clause Samples
Conversion Mechanism. The conversion hereunder of any applicable Preferred Share shall be effected in the following manner:
(i) Except as provided in Section 4.1.4(ii) and Section 4.1.4(iii) below, before any Preferred Shareholder shall be entitled to convert the same into Ordinary Shares, such Preferred Shareholder shall surrender the certificate or certificates therefor (if any) (or in lieu thereof shall deliver an affidavit of lost certificate and indemnity therefor) at the office of the Company or of any transfer agent for such share to be converted and shall give notice to the Company, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver to such Preferred Shareholder of applicable Preferred Shares, or to the nominee(s) of such Preferred Shareholder, a certificate or certificates for the number of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such notice and such surrender of the Preferred Shares to be converted, the register of members of the Company shall be updated accordingly to reflect the same, and the Person(s) entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder(s) of such Ordinary Shares as of such date.
(ii) If the conversion is in connection with an IPO of securities, the conversion will be conditioned upon the closing with the underwriter(s) of the sale of securities pursuant to such offering and the Person(s) entitled to receive the Ordinary Shares issuable upon such conversion shall not be deemed to have converted the applicable Preferred Shares until immediately prior to the closing of such sale of securities.
(iii) Upon the occurrence of an event of Automatic Conversion, all Preferred Shareholders to be automatically converted will be given at least ten (10) days' prior written notice of the date fixed (which date shall in the case of an IPO be the latest practicable date immediately prior to the closing of the IPO) and the place designated for automatic conversion of all such Preferred Shares pursuant to this Section 4.1.4. On or before the date fixed for conversion, each Preferred Shareholder shall surrender the applicable certificate(s) (if any) (or in lieu thereof shall deliver an a...
Conversion Mechanism. Any Lender electing to convert any portion of its then outstanding Term Commitments and all accrued and unpaid interest thereon (the “Converting Lender”), shall notify Borrower in writing, stating the amount the Converting Lender requests to convert (the “Converted Amount”) and the account to which it wishes the shares of Common Stock to be delivered electronically upon conversion (“Conversion Notice”), provided, however, that the Converting Lender may only convert an amount of not less than US$1,000,000 or all of the then outstanding principal balance and all accrued and unpaid interest thereon. The Borrower shall deliver to the Converting Lender, on or before the third Business Day following the Conversion Notice, (1) a number of shares of Common Stock equal to the Converted Amount divided by the Conversion Price (the “Note Conversion Shares”) and (2) cash in lieu of fractional shares, if any. The Borrower and Converting Lender shall produce, execute and file any document and make any arrangement as 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 Conversion Shares under an effective registration statement in accordance with the Registration Rights Agreement. The Lender shall be treated as a stockholder of record as of the Close of Business on the Business Day during which the Borrower 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.
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. The conversion hereunder of any Series A Preferred Share (the “Conversion Share”) shall be effected in the following manner:
(A) The Company shall redeem the Conversion Share for aggregate consideration (the “Conversion Redemption Amount”) equal to (a) the aggregate par value of any capital shares of the Company to be issued upon such conversion and (b) the aggregate value, as determined by the Board of Directors, of any other assets which are to be distributed upon such conversion.
(B) Concurrent with the redemption of the Conversion Share, the Company shall apply the Conversion Redemption Amount for the benefit of the holder of the Conversion Share to pay for any capital shares of the Company issuable, and any other assets distributable, to such holder in connection with such conversion.
(C) Upon application of the Conversion Redemption Amount, the Company shall issue to the holder of the Conversion Share all capital shares issuable, and distribute to such holder all other assets distributable, upon such conversion.
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").
(b) Upon the consummation of a Conversion, the Units held by each holder thereof shall thereupon be converted into a number of shares of the Public Vehicle's common stock which would, as nearly as practicable, provide each holder with the same economic benefit that such holder would receive if, immediately prior to the Conversion, (i) the Company distributed all of its assets to its Members in accordance with Section 8.2 or (ii) all of the Company's assets were sold for their fair market value (which value shall be determined in good faith by the Board) and the Company were liquidated and all of its assets were distributed in accordance with Section
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. 3.1 Clause 3.2(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
(a) Upon delivery of a valid Conversion Notice, the Outstanding Amount shall convert into Conversion Shares at the Conversion Price. The Conversion Price per Conversion Share shall be the official closing price of the Company’s Class A Ordinary Shares on the Exchange on the Trading Day immediately preceding the date of the Conversion Notice, as reported by Bloomberg (or, if unavailable, such other reputable financial data provider as the Parties may agree). The number of Conversion Shares to be issued shall be: Any fractional share shall be rounded down to the nearest whole share.
3.2 The following new Clause 3.2A is hereby inserted immediately after Clause 3.2 of the Original Agreement:
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).
5.2 Inverness confirms that the Conversion will take place on the Completion Date subject to BBI complying with its obligations in that clause 5.
1. For the avoidance of doubt the Parties acknowledge mat if BBI complies with clause 5.1 the Conversion will automatically take place without any further consent or approval from Inverness being required.
5.3 In the event of the Parties unanimously agreeing in writing that Conversion will take place other than as part of the Acquisition, the Completion Date shall be agreed in writing by the Parties at that stage. Any such a Conversion shall be at the Conversion Rate unless otherwise agreed to in writing by the Parties.
5.4 On the Completion Date BBI shall procure that all necessary resolutions are passed to deal with the Conversion including the issue and allotment of BBI Shares and BBI shall provide to Inverness the following:-
(a) certified copies of all resolutions of the Directors relating to the approval of the Conversion and the issue and allotment of the BBI Shares to Inverness;
(b) an opinion of legal counsel to BBI, in form and substance reasonably satisfactory to Inverness, with respect to the due authorization by BBI of this Agreement and the transactions contemplated hereby, including, without limitation, the valid issuance of the BBI Shares issued to Inverness upon Conversion of the Loan Monies.
5.5 BBI shall procure that share certificates in respect of the BBI Shares registered in the name of Inverness shall be forwarded to Inverness by the Registrars of BBI within 28 days after the Completion Date.
5.6 From time to time BBI shall provide such further information and documentation as Inverness shall reasonably require in connection with the...