Conversion of Convertible Notes. 22 8.1 Mechanics of Conversion........................................... 22
Conversion of Convertible Notes. Agent shall have received evidence that all previously outstanding convertible note Indebtedness of the Loan Parties has been converted to Equity Interests.
Conversion of Convertible Notes. (a) The Existing Noteholder and the Company irrevocably acknowledge and agree that at the Effective Time the Company will:
(i) repay all accrued interest under:
(A) the First Funding Agreement through the issuance of Convertible Notes No. 3 at the rate of one Convertible Note No. 3 for each $349.34 of accrued interest;
(B) the Second Funding Agreement through the issuance of Convertible Notes No. 4 at the rate of one Convertible Note No. 4 for each $17.68 of accrued interest; and
(C) the Third Funding Agreement through the issuance of Convertible Notes No. 5 at the rate of one Convertible Note No. 5 for each $0.01 of accrued interest, or such other rate as agreed between the Existing Noteholder and the Company prior to the Effective Time;
(ii) redeem all Convertible Notes (including those issued under clause 2(a)(i)) and the Company shall issue to the Existing Noteholder one Share for each Convertible Note so redeemed or such other amount of Shares as agreed between the Existing Noteholder and the Company prior to the Effective Time; and
(iii) repay all the Principal Outstanding and all accrued interest up to and including the date on which the Effective Time occurs under each Short Term Loan Agreement through the issuance of Shares to the Existing Noteholder with the amount of such Shares to be agreed between the Existing noteholder and the Company prior to the Effective Time and which Shares shall be issued by the Company at the Effective Time.
(b) The Shares issued pursuant to clause 2(a) shall rank equally with the other fully paid Shares of the Company from the date of issuance of such Shares.
(c) Notwithstanding any other provision of this Deed, by executing this Deed, each party is deemed to have provided all consents, given all directions and waived all notices, notice periods and other requirements set out in the Finance Documents necessary to effect each of the steps contemplated by this clause 2
Conversion of Convertible Notes. (a) Subject to the further provisions of this Article IV and paragraph 8 of the Global Security, a Holder of a Convertible Note may convert the principal amount of such Convertible Note (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Shares on any Business Day, if the average of the Closing Prices of the Common Shares for the immediately preceding 30 consecutive Trading Day period is more than 110% of the average of the Conversion Prices of our Common Shares during such 30-Trading Day period (the “Closing Price Condition”), subject to the exceptions provided below; provided, however, that if such Convertible Note is called for redemption or submitted or presented for purchase pursuant to Article III such conversion right shall terminate at the close of business on the Business Day immediately preceding the Redemption Date or Change in Control Purchase Date, as the case may be, for such Convertible Note (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when due, in which case the conversion right shall not apply following the close of business on the date such default is cured and such Convertible Note is redeemed or purchased, as the case may be). The number of Common Shares deliverable upon conversion of a Convertible Note is determined by dividing (x) the principal amount of the Convertible Notes, or the portion thereof being converted, by (y) the Conversion Price in effect on the Conversion Date. The initial Conversion Price and the Conversion Rate shall be that set forth in paragraph 8 of the Global Security. Holders will not receive any cash payment representing accrued and unpaid interest upon conversion of a Convertible Note. Accrued and unpaid interest on the Convertible Note shall be deemed paid in full rather than canceled, extinguished or forfeited. The Company will not adjust the Conversion Rate to account for accrued interest, if any. A Holder of Convertible Notes is not entitled to any rights of a holder of Common Shares until such Holder has converted its Convertible Note to Common Shares, and only to the extent such Convertible Note are deemed to have been converted into Common Shares pursuant to this Article IV.
(b) Even if the Closing Price Condition is not satisfied,
(i) if during any five consecutive Trading Day period, the average of the Sale Prices for the Convertible Notes for that five consecutive Trading Day period...
Conversion of Convertible Notes. If the Investor elects to convert Convertible Notes into shares of Common Stock, then the Investor hereby appoints the Company as its attorney in fact to elect to convert, at such time as the Company chooses, on behalf of the Investor a number of shares of Series C Preferred Stock equal to the following: (i) the number of shares of Series C Preferred Stock then held by the Investor multiplied by (ii) the quotient of (a) the aggregate principal amount under the Convertible Notes being converted by the Investor divided by (b) the aggregate outstanding principal amount outstanding at such time under the Convertible Notes held by the Investor. Any certificates representing shares of Common Stock being issued by the Company in connection with such conversion shall be promptly delivered to the Investor.
Conversion of Convertible Notes. (i) The outstanding principal of, and the accrued and unpaid interest on, each Convertible Note shall be converted at any time at the election of the Noteholder into that number of shares of Common Stock of the Company as equals the amount being converted divided by $0.65 (as adjusted and provided herein below, the "Conversion Price").
(ii) The Convertible Notes shall automatically be converted into Common Stock of the Company at the Conversion Price applicable on the conversion date at the election of the Company on a date at least thirty days after the Company has given notice to each Noteholder of the Company's decision to convert; however, the Company may not make any election to convert all or a portion of the Convertible Notes unless the following has occurred: the Average Trading Price for a period of at least thirty (30) consecutive trading days immediately prior to the Company sending the notice of conversion is equal to or greater than two times the initial Conversion Price.
(iii) Upon the closing by the Company of the issuance and sale of New Qualified Securities, each Convertible Note shall automatically be exchanged for New Qualified Securities wherein,
(A) the Noteholder in respect of any Convertible Note so exchanged will receive New Qualified Securities having a liquidation preference equal to the principal amount and accrued but unpaid interest under the Convertible Note; and
(B) the conversion price for the New Qualified Securities received by the Noteholder will equal eighty-three and one-third percent (or 0.8333 if expressed as a decimal (which is the inverse of 1.20, or 120%)) of the Conversion Price of the Convertible Notes in effect immediately prior to the issuance of the New Qualified Securities (or if lower, will equal the conversion price for the New Qualified Securities); to the extent necessary (only) to accomplish the foregoing in respect of the conversion price, the Noteholders will receive New Qualified Securities of a separate class of New Qualified Securities. By way of example, if a New Noteholder holds a Convertible Note in the principal amount of $1,000, with accrued interest of $100, the New Qualified Securities will convert into 2,030 whole shares of Common Stock, plus a payment would be owed in respect of a fractional share [$1,100 ÷ (0.65 x 0.8333)]. By way of further example, if a total of $1,300 was due under the Convertible Note (both principal and interest), instead of converting into 2,000 shares of Common Stoc...
Conversion of Convertible Notes. Prior to the Split, the outstanding Convertible Notes held by CRI shall automatically convert into 2,318,413 Class A Units, which shall be approximately 37,055,002 Class A Units, after giving effect to the Split. After the closing of the Transaction, CRI shall hold all the Class A Voting Units of the Company, and CRI shall be the sole voting member of the Company, except with respect to Mandatory Voting Rights.
Conversion of Convertible Notes. As soon as practicable following the Closing, each Party, will use its best efforts to cause the conversion of its outstanding convertibles notes.
Conversion of Convertible Notes. At any time prior to the Maturity Date, Lender may elect to convert the Credit Balance into the Conversion Units by Lxxxxx’s delivery of a notice of conversion no later than seven (7) calendar days prior to the Maturity Date that describes the Lender’s intent to convert the Credit Balance into Conversion Units and the date said conversion shall take place (the “Notice of Conversion”). Notwithstanding anything set forth in this Agreement to the contrary, in no event may Lender elect to convert pursuant to this Section 5 unless Lender has obtained all required local and state regulatory authorizations such that conversion is made in accordance with Applicable Laws.
