Common use of Conversion Mechanism Clause in Contracts

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 trading days prior to the date of conversion, the closing price of ProQR Therapeutics N.V.’s Ordinary Shares was higher than 1.5 times the Conversion Price in at least 20 trading days, including the trading day immediately preceding the date Borrower gives notice of the exercise of its conversion right, and (iii) the number of Ordinary Shares issuable upon conversion by ProQR Therapeutics N.V. shall not exceed the average weekly number of traded shares of ProQR Therapeutics N.V.’s Ordinary Shares on the stock market on which such shares are then traded during the preceding four weeks. ProQR Therapeutics N.V. may only effect a conversion once every four weeks; provided, however, that any conversion of the Term Loans and the accrued and unpaid interest thereon by Borrower hereunder shall be made pro rata among all Lenders according to the Dollar Equivalent of the outstanding Term Loans of the Lenders. For purpose of determining the amount of Term Loans and the accrued and unpaid interest to be converted hereunder, such amount shall be determined in the Dollar Equivalent amount.

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 trading days prior to the date of conversion, the closing price of ProQR Therapeutics N.V.’s Ordinary Shares was higher than 1.5 times the Conversion Price in at least 20 trading days, including the trading day immediately preceding the date Borrower gives notice of the exercise of its conversion right, and (iii) the number of Ordinary Shares issuable upon conversion by ProQR Therapeutics N.V. shall not exceed the average weekly number of traded shares of ProQR Therapeutics N.V.’s ’ Ordinary Shares on the stock market on which such shares are then traded during the preceding four weeks. ProQR Therapeutics N.V. may only effect a conversion once every four weeks; provided, however, that any conversion of the Term Loans and the accrued and unpaid interest thereon by Borrower hereunder shall be made pro rata among all Lenders according to the Dollar Equivalent of the outstanding Term Loans of the Lenders. For purpose of determining the amount of Term Loans and the accrued and unpaid interest to be converted hereunder, such amount shall be determined in the Dollar Equivalent amount.

Conversion Mechanism. Any Lender electing to convert any portion of its then outstanding Term Loans Commitments and all accrued and unpaid interest thereon (the “Converting Lender”), shall notify ProQR Therapeutics N.V. Borrower in writing, stating the amount the Converting Lender requests to convert (the “Converted Amount”) and the account to which it wishes the Ordinary Shares 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. ProQR Therapeutics N.V. The Borrower shall deliver to the Converting Lender, on or before the third Business Day following the Conversion Notice, (1) a number of Ordinary Shares 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. ProQR Therapeutics N.V. The Borrower 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. The 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. 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. 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 trading days prior to the date of conversion, the closing price of ProQR Therapeutics N.V.’s Ordinary Shares was higher than 1.5 times the Conversion Price in at least 20 trading days, including the trading day immediately preceding the date Borrower gives notice of the exercise of its conversion right, and (iii) the number of Ordinary Shares issuable upon conversion by ProQR Therapeutics N.V. shall not exceed the average weekly number of traded shares of ProQR Therapeutics N.V.’s Ordinary Shares on the stock market on which such shares are then traded during the preceding four weeks. ProQR Therapeutics N.V. may only effect a conversion once every four weeks; provided, however, that any conversion of the Term Loans and the accrued and unpaid interest thereon by Borrower hereunder shall be made pro rata among all Lenders according to the Dollar Equivalent of the outstanding Term Loans of the Lenders. For purpose of determining the amount of Term Loans and the accrued and unpaid interest to be converted hereunder, such amount shall be determined in the Dollar Equivalent amount.

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. Borrower in writing, stating the amount the Converting Lender requests to convert (the “Converted Amount”) and the account to which it wishes the Ordinary Shares shares of Common Stock to be delivered electronically upon conversion (“Conversion Notice”). ProQR Therapeutics N.V. The Borrower shall deliver to the Converting Lender, on or before the third Business Day following the Conversion Notice, (1) a number of Ordinary Shares 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. ProQR Therapeutics N.V. The Borrower and Converting Lender shall produce, execute and file any document and make any arrangement as reasonably required to perfect effect 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. A 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. 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. In addition, Borrower shall have the right to convert at any time all or any portion up to 50% of the then outstanding aggregate Term Loans and advanced by Lenders (plus all accrued and unpaid interest thereon thereon) into Ordinary Shares shares of ProQR Therapeutics N.V. Common Stock of Opiant Pharmaceuticals, Inc. at the Conversion Price, subject to fulfilment of all of the following conditions: (i) (x) the Ordinary Shares shares of Common Stock issuable upon conversion would be eligible to be offeredare unrestricted and freely tradable securities if held by a person that is not an affiliate (as defined under Rule 144)(and has not been an affiliate (as defined under Rule 144) at any time during the three months preceding any such sale) of Opiant Pharmaceuticals, sold or otherwise transferred by the applicable Lender Inc. pursuant to Rule 144 under the Securities Act or (y) the offer and resale of the Ordinary Shares issuable upon conversion, by the applicable Lender, are registered pursuant to under 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 daysAct, (ii) during a period of 30 consecutive trading days prior to the date on which Opiant Pharmaceuticals, Inc. gives notice of conversionthe exercise of its conversion right, the closing price of ProQR Therapeutics N.V.Opiant Pharmaceuticals, Inc.’s Ordinary Shares shares of common stock was higher than 1.5 times the Conversion Price in $23.57 on at least 20 trading days, including on the trading day immediately preceding the date Borrower on which Opiant Pharmaceuticals, Inc. gives notice of the exercise of its conversion right, and (iii) the number of Ordinary Shares shares of Common Stock issuable upon conversion by ProQR Therapeutics N.V. Opiant Pharmaceuticals, Inc. shall not exceed the average weekly number of traded shares of ProQR Therapeutics N.V.’s Ordinary Shares on the stock market during the four weeks immediately preceding the date on which such shares are then traded during Opiant Pharmaceuticals, Inc. gives notice of the preceding four weeksexercise of its conversion rights. ProQR Therapeutics N.V. Opiant Pharmaceuticals, Inc. may only effect a conversion once every four weeks; provided. Notwithstanding any provision in this Agreement and for the avoidance of doubt, however(i) in the event of multiple conversions by Lenders and/or Borrower from time to time, that any conversion no more than 50% of the aggregate Term Loans and the advanced by Lenders (plus all accrued and unpaid interest thereon by Borrower hereunder thereon) may be converted into shares of Common Stock of Opiant Pharmaceuticals, Inc. pursuant to this Section 8 and (ii) following the conversion of any Term Loans pursuant to this Section, the Term Loans remaining outstanding shall bear interest at the Term Loan Interest Rate. For the avoidance of doubt, any Note Conversion Shares issued upon a conversion of a Term Note shall be made pro rata among all Lenders according to represented in book entry form on the Dollar Equivalent ledger of the outstanding Term Loans Parent’s transfer agent (unless certificated form requested by a Lender) until such time as such Note Conversion Shares are sold or otherwise disposed of the Lenders. For purpose of determining the amount of Term Loans as contemplated hereby or otherwise become unrestricted and the accrued freely tradeable securities for U.S. federal and unpaid interest to be converted hereunder, such amount shall be determined in the Dollar Equivalent amountstate securities laws purposes.

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. Soligenix, Inc. in writing, stating the amount the Converting Lender requests to convert (the “Converted Amount”) and the account to which it wishes the Ordinary Shares shares of Common Stock to be delivered electronically upon conversion (“Conversion Notice”). ProQR Therapeutics N.V. Soligenix, Inc. shall deliver to the Converting Lender, on or before the third Business Day seventh day following the Conversion Notice, (1) a number of Ordinary Shares 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. ProQR Therapeutics N.V. Soligenix, Inc. 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. A 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. Soligenix, Inc. 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 Soligenix, Inc. shall have the right to convert at any time all or time, any outstanding portion of the then outstanding Term Loans and all accrued and unpaid interest thereon into Ordinary Shares shares of ProQR Therapeutics N.V. Common Stock of Soligenix, Inc. at the Conversion Price, subject to fulfilment of all of the following conditions: (i) (x) the Ordinary Shares shares of Common Stock issuable upon conversion would be eligible to be offeredare unrestricted and freely tradable securities if held by a person that is not an affiliate (and has not been affiliate at any time during the three months preceding any such sale) of Soligenix, sold or otherwise transferred by the applicable Lender Inc. pursuant to Rule 144 under the Securities Act or (y) the offer and resale of the Ordinary Shares issuable upon conversion, by the applicable Lender, are registered pursuant to under 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 daysAct, (ii) during a period of 30 consecutive trading days prior to the date on which Soligenix, Inc. gives notice of conversionthe exercise of its conversion right, the closing price of ProQR Therapeutics N.V.Soligenix, Inc.’s Ordinary Shares shares of common stock was higher than 1.5 times the Conversion Price in $4.92 on at least 20 10 trading days, which trading days need not be consecutive, including on the trading day immediately preceding the date Borrower on which Soligenix, Inc. gives notice of the exercise of its conversion right, and (iii) the number of Ordinary Shares shares of Common Stock issuable upon conversion by ProQR Therapeutics N.V. Soligenix, Inc. shall not exceed the average weekly number of traded shares of ProQR Therapeutics N.V.’s Ordinary Shares on the stock market during the four weeks immediately preceding the date on which such shares are then traded during Soligenix, Inc. gives notice of the preceding four weeksexercise of its conversion rights. ProQR Therapeutics N.V. Soligenix, Inc. may only effect a conversion once every four weeks; provided, however, that any conversion of the Term Loans and the accrued and unpaid interest thereon by Borrower hereunder shall be made pro rata among all Lenders according to the Dollar Equivalent of the outstanding Term Loans of the Lenders. For purpose of determining the amount of Term Loans and the accrued and unpaid interest to be converted hereunder, such amount shall be determined in the Dollar Equivalent amount.

Conversion Mechanism. Any entity comprising 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. Borrower in writing, stating the amount the Converting Lender requests to convert (the “Converted Amount”) and the account to which it wishes the Ordinary Shares shares of Common Stock to be delivered electronically upon conversion (“Conversion Notice”). ProQR Therapeutics N.V. The Borrower shall deliver to the Converting Lender, on or before the third Business Day following the Conversion Notice, (1) a number of Ordinary Shares shares of Common Stock equal to the Converted Amount divided by the Conversion Price applicable to the Term Loans converted (the “Note Conversion Shares”) and (2) cash in lieu of fractional shares, if any. ProQR Therapeutics N.V. The Borrower 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 Note Conversion Shares shall be unrestricted and freely tradable securities following the earlier of: under U.S. federal securities laws (i) pursuant to Rule 144, if held by a person that is not an affiliate (and has not been affiliate at any time during the three months preceding any such sale) of Xxxxxx Pharmaceuticals, Inc., following both the satisfaction of the holding period for such shares required under Rule 144 and the availability of current public information required by Rule 144, or (ii) following 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. 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. In addition, Borrower Xxxxxx Pharmaceuticals, Inc. 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 shares of ProQR Therapeutics N.V. Common Stock of Xxxxxx Pharmaceuticals, Inc. at the applicable Conversion Price, subject to fulfilment of all of the following conditions: (i) (x) the Ordinary Shares shares of Common Stock issuable upon conversion would be eligible to be offeredare unrestricted and freely tradable securities if held by a person that is not an affiliate (and has not been affiliate at any time during the three months preceding any such sale) of Xxxxxx Pharmaceuticals, sold or otherwise transferred by the applicable Lender Inc. pursuant to Rule 144 under the Securities Act or (y) the offer and resale of the Ordinary Shares issuable upon conversion, by the applicable Lender, are registered pursuant to under 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 daysAct, (ii) during a period of 30 consecutive trading days prior to the date on which Xxxxxx Pharmaceuticals, Inc. gives notice of conversionthe exercise of its conversion right, the closing price of ProQR Therapeutics N.V.Xxxxxx Pharmaceuticals, Inc.’s Ordinary Shares shares of common stock was higher than 1.5 1.4 times the Conversion Price in applicable to the Term Loans converted on at least 20 trading days, including on the trading day immediately preceding the date Borrower on which Xxxxxx Pharmaceuticals, Inc. gives notice of the exercise of its conversion right, and (iii) the number of Ordinary Shares shares of Common Stock issuable upon conversion by ProQR Therapeutics N.V. Xxxxxx Pharmaceuticals, Inc. shall not exceed the average weekly number of traded shares of ProQR Therapeutics N.V.’s Ordinary Shares on the stock market during the four weeks immediately preceding the date on which such shares are then traded during Xxxxxx Pharmaceuticals, Inc. gives notice of the preceding four weeksexercise of its conversion rights. ProQR Therapeutics N.V. Xxxxxx Pharmaceuticals, Inc. may only effect a conversion once every four weeks; provided, however, that any conversion of the Term Loans and the accrued and unpaid interest thereon by Borrower hereunder shall be made pro rata among all Lenders according to the Dollar Equivalent of the outstanding Term Loans of the Lenders. For purpose of determining the amount of Term Loans and the accrued and unpaid interest to be converted hereunder, such amount shall be determined in the Dollar Equivalent amount.