Conversion of Convertible Securities Sample Clauses

Conversion of Convertible Securities. SECTION 1901.
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Conversion of Convertible Securities. Each Company Option and other convertible security, warrant, option or other right to subscribe for any shares of capital stock or other securities of the Company or its Subsidiaries (other than the conversion option of Acquiror under the Bridge Financing Facility Agreement) shall be cancelled and terminated in accordance with Section 2.2(b) and Section 2.2(c), including, but not limited to, all balances due under that certain 6% Exchangeable Secured Subordinated Debenture of 1212500 Alberta Ltd. due April 25, 2008, which balances shall have been converted into Common Stock in accordance with the conversion terms of such instrument;
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Conversion of Convertible Securities. SECTION 1201.
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Conversion of Convertible Securities. The Company previously issued convertible securities in the form of SAFEs (each, a “Convertible Security” and collectively, the “Convertible Securities”) to the SAFE Holders. Notwithstanding any provision contained in the Convertible Securities and subject to the terms and conditions set forth in this Agreement, each SAFE Holder hereby acknowledges and agrees that (i) at the First Closing, all issued and outstanding Convertible Securities held by such SAFE Holder will convert into that number of Preferred Shares and at the price per share as set forth opposite such SAFE Holder’s name on Schedule 1, (ii) other than such Preferred Shares set forth opposite such SAFE Holder’s name on Schedule 1, such SAFE Holder hereby waives any rights under such Convertible Securities to receive or purchase any other securities of the Company in connection with the conversion of such Convertible Securities, (iii) upon such conversion at the consummation of the First Closing, the Company will be forever released from any and all of its obligations and liabilities under the applicable Convertible Security, (iv) such Convertible Securities shall be, effective upon the First Closing, terminated, cancelled and deemed satisfied in full without any further action by such SAFE Holder, (v) no fractional shares shall be issued upon conversion of any Convertible Security and the right to receive cash in lieu of any fractional share shall be waived, and (vi) each SAFE Holder hereby waives in connection with such conversion any notices required by the terms of such Convertible Securities. Such SAFE Holder hereby represents and warrants that such SAFE Holder has good and marketable title to such Convertible Securities, and has not transferred, pledged or otherwise disposed of any interest in the Convertible Securities (whether arising by contract, by operation of law or otherwise).
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Conversion of Convertible Securities. In connection with Convertible Securities of any series that are convertible into Common Shares, each such Convertible Security (or any portion thereof which is, unless otherwise specified as contemplated by Section 301 for Convertible Securities of any series, $1,000 or an integral multiple thereof) shall be convertible into Common Shares in accordance with the terms of Convertible Securities of such series and (except as otherwise specified pursuant to Section 301 for Convertible Securities of such series) in accordance with this Article Fifteen at any time until 11:59 p.m. New York time on the fifth Business Day preceding the maturity date of the Convertible Securities of such series or in case such Convertible Security shall have been called for redemption, then in respect of such Convertible Security until (unless AEGON N.V. shall default in payment due upon the redemption thereof) 11:59 p.m. New York time on the fifth Business Day preceding the date fixed for redemption, unless otherwise specified as contemplated by Section 301 for Convertible Securities of such series. The initial Conversion Price at which a Convertible Security of any series is convertible shall be set forth in or established pursuant to a Board Resolution, Company Order or supplemental indenture, as contemplated by Section 301. Any such Convertible Security that is convertible at the option of the Holder thereof shall be so converted upon surrender to the Trustee or the Conversion Agent for surrender to AEGON N.V. in accordance with the instructions on file with the Trustee and the Conversion Agent, at any time specified for such series as contemplated by Section 301 at the office or agency to be maintained by AEGON N.V. in accordance with the provisions of Section 1002, accompanied by a written notice of election to convert as provided in Section 1503 and, if so required by AEGON N.V., by a written instrument or instruments of transfer in form satisfactory to AEGON N.V. and the Conversion Agent duly executed by the Holder or his attorney duly authorized in writing. Any such Convertible Security that is convertible otherwise than at the option of the Holder thereof shall be so converted as specified pursuant to Section 301 for Convertible Securities of such series. AEGON N.V. covenants to effect such conversion by procuring the issuance of Common Shares or, if applicable, the Cash Option Amount, and payment of cash in lieu of fractional shares in exchange for and in consideration ...
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Conversion of Convertible Securities. 70 1501. Applicability of Article........................................................................... 70 1502.
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Conversion of Convertible Securities. 90 Section 1901. Applicability of Article..............................................................90
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Conversion of Convertible Securities. In connection with Convertible Securities of any series that are convertible into other securities, each such Convertible Security (or any portion thereof which is, unless otherwise specified as contemplated by Section 301 for Convertible Securities of any series, $1,000 or an integral multiple thereof) shall be convertible into such securities in accordance with the terms of Convertible Securities of such series and (except as otherwise specified pursuant to Section 301 for Convertible Securities of such series) in accordance with this Article Fifteen at any time until 11:59 p.m. New York time on the fifth Business Day preceding the maturity date of the Convertible Securities of such series or in case such Convertible Security shall have been called for redemption, then in respect of such Convertible Security until (unless the Company shall default in payment due upon the redemption thereof) 11:59 p.m. New York time on the fifth Business Day preceding the date fixed for redemption, unless otherwise specified as contemplated by Section 301 for Convertible Securities of such series. The initial Conversion Price at which a Convertible Security of any series is convertible shall be set forth in or established pursuant to a Board Resolution, Company Order or supplemental indenture, as contemplated by Section 301. Any such Convertible Security that is convertible at the option of the Holder thereof shall be so converted upon surrender to the Trustee or the Conversion Agent for surrender to the Company in accordance with the instructions on file with the Trustee and the Conversion Agent, at any time specified for such series as contemplated by Section 301 at the office or agency to be maintained by the Company in accordance with the provisions of Section 1002, accompanied by a written notice of election to convert as provided in Section 1503 and, if so required by the Company, by a written instrument or instruments of transfer in form satisfactory to the Company and the Conversion Agent duly executed by the Holder or his attorney duly authorized in writing. Any such Convertible Security that is convertible otherwise than at the option of the Holder thereof shall be so converted as specified pursuant to Section 301 for Convertible Securities of such series. The Company covenants to effect such conversion by procuring the issuance of the securities into which such Convertible Securities are convertible or, if applicable, any applicable cash option amount, and paym...
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Conversion of Convertible Securities. The Indenture shall be amended with respect to any series of Securities issued subsequent to the date of this First Supplemental Indenture, to include an Article Fifteen as follows: ARTICLE FIFTEEN
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Related to Conversion of Convertible Securities

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

  • Conversion of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

  • Adjustment for Convertible Securities Issue If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

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