Conversion of OCDs into Shares Sample Clauses

Conversion of OCDs into Shares. (I) TCL shall have a right to convert the outstanding OCDs into Shares of the Company on the Conversion Date (“the Conversion Option”). The Conversion Option shall be exercised by TCL by issuing a written notice to the Company not less than 15 days prior to the Conversion Date. Upon exercise of the Conversion Option by TCL, the Company shall convert the OCDs into Shares and shall allot and issue to TCL fully paid Shares of the Company at a conversion ratio to be determined at a pre-money valuation decided by an Independent Valuer appointed jointly by the Company and TCL such that upon conversion of the OCDs into Shares, including conversion by any other investors/lenders of the Company, the total number of Shares of the Company issued and allotted upon conversion to TCL and all other investors in the Company (other than TM and its Affiliates) shall represent no more than 49% of the equity share capital of the Company immediately following such issuance and allotment. Notwithstanding sub-clause (I) above, in the event of non-exercise of the Conversion Option by TCL, the OCDs shall be redeemed by the Company as per Clause 3.7 hereinabove.
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Conversion of OCDs into Shares. IDFC shall have a right to convert the outstanding OCDs into Shares of the Company on the Conversion Date (“the Conversion Option”). The Conversion Option shall be exercised by IDFC by issuing a written notice to the Company not less than 15 days prior to the Conversion Date. Upon exercise of the Conversion Option by IDFC, the Company shall convert the OCDs into Shares and shall allot and issue to IDFC fully paid Shares of the Company at a conversion ratio to be determined at a pre-money valuation decided by an Independent Valuer appointed jointly by the Company and IDFC such that upon conversion of the OCDs into equity shares, including conversion by any other investors/lenders of the Company, the total number of Shares of the Company issued and allotted upon conversion to IDFC and all other investors in the Company (other than TM and its Affiliates) shall represent no more than 49% of the equity share capital of the Company immediately following such issuance and allotment. Notwithstanding the above, in the event of non-exercise of the Conversion Option by IDFC, the OCDs shall be redeemed by the Company as per Clause 3.7 hereinabove. In addition to the above, IDFC acknowledges, that in terms of the ongoing bidding process in Xxxxxx Computer Services Limited, the Company, as the Highest Bidder, has agreed that for a period of three (3) years following the date hereof, there can be no change in Control in the Company, unless with the prior approval of the Company Law Board. Accordingly, IDFC agrees to exercise any rights that it may have hereunder in such manner that will not, without the prior written approval of the Company Law Board, result in a change in Control in the Company.

Related to Conversion of OCDs into Shares

  • 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.

  • Reservation of Conversion Shares The Conversion Shares issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance upon such conversion.

  • 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 Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • 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 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.

  • 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:

  • The Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding; provided that the number of shares of Common Stock so reserved shall at no time be less than 100% of its authorized but unissued shares of its Common Stock, to effect the conversion of the Preferred Shares and exercise of the Warrants. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the "Conversion Shares" and the "Warrant Shares", respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the "Shares".

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

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