Conversion of Promissory Note Sample Clauses

Conversion of Promissory Note. (a) After satisfaction of the conditions to closing set forth in Article VII hereof and immediately prior to the Effective Time, (i) NBC will convert the Subordinated Zero Coupon Convertible Debenture of the Company dated November 30, 1999 in the principal amount of $39,477,953 held by NBC into shares of Class B Common Stock and (ii) Investments Sub will convert the Subordinated Zero Coupon Convertible Debenture of the Company dated November 30, 1999 in the principal amount of $477,416,845 held by Investments Sub into shares of Class B Common Stock, in each case pursuant to the optional conversion provisions contained in Section 2(a) of each such debenture. Investments Sub will then transfer all Class B Common Stock held by it to NBC.
Sample 1Sample 2
AutoNDA by SimpleDocs
Conversion of Promissory Note. A.Defendant had provided Plaintiff funds in the amount of one hundred thousand dollars ($100,000.00) and Plaintiff had agreed to repay such funds under the terms of certain promissory notes described in the JV Agreement (the “Promissory Notes”). The Parties agree that the $100,000.00 owed under the Promissory Notes shall be converted into common shares of stock in Northsight Capital, Inc. (OTCBB: NCAP) (“NCAP Shares”) at ten cents ($.10) per NCAP Share.
Sample 1
Conversion of Promissory Note. The parties hereto agree that the currently existing Promissory Note, dated September 6, 1996, and executed by e-Net in favor of MVSI, shall be canceled as of the date hereof and shall be replaced and superseded by a Convertible Debenture in the principal amount of $1,275,080.76 (the "Convertible Debenture"), in the form of the instrument attached hereto as Exhibit A.
Sample 1
Conversion of Promissory Note. Company and Employee shall enter into the Promissory Note Conversion Agreement dated May 27, 2005 (the “Note Conversion Agreement”) pursuant to which Employee shall convert all amount of outstanding principal and interest under the Promissory Note dated as of June 1, 2004 (the “June 2004 Note”) into shares of Company common stock.
Sample 1
Conversion of Promissory Note. The Vendor may, at any time during the Conversion Period, convert the Note to the Capital shares in the following manner:
Sample 1
Conversion of Promissory Note. In consideration of the issuance of the Shares (as defined below) by the Company to Lender, Lender hereby accepts such Shares as payment in full of the Promissory Note as of the date hereof and, in full and complete satisfaction of the Company’s obligations for all amounts due Lender with respect to the Promissory Note (including principal, interest and fees), the Company shall issue to Lender Six Million Four Hundred Eighty-Six Thousand Six Hundred Thirteen (6,486,613) shares of Common Stock (the “Shares”).
Sample 1
Conversion of Promissory Note. Prior to the Closing, VHS shall convert the aggregate principal amount, and all accrued but unpaid interest, of the outstanding promissory notes set forth on Section 3.9 to the VHS Disclosure Schedule in an amount not to exceed $166,215 into VHS Common Stock.
Sample 1
AutoNDA by SimpleDocs
Conversion of Promissory Note. The Company and Quercus hereby agree that all amounts due and payable under the terms of the Promissory Note are hereby converted into shares of the Company’s Common Stock as of the date of this Agreement at the Share Price and that, upon receipt by Quercus of a certificate evidencing such shares of Common Stock in accordance with the terms of this Section 1.3, the Promissory Note will be deemed paid in full. Notwithstanding the foregoing, if the Company conducts a Stock Sale at any time prior to January 1, 2011 at an effective price per share less than the Share Price, then Quercus will be entitled to such additional shares of Common Stock in connection with the conversion of the Promissory Note as determined in accordance with the provisions of Section 1.3 hereof.
Sample 1
Conversion of Promissory Note 
Sample 1Sample 2Sample 3See All (8)

Related to Conversion of Promissory Note

  • Conversion of Note (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.

  • 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 Debentures Section 16.01.

  • CONVERSION OF DEBT A. Claimant and OnSource affirm and agree that as of the date of this Agreement, OnSource is indebted to Claimant in an amount equal to $54,000.00.

  • Conversion of Debenture This Debenture shall be convertible into shares of the Company’s Common Stock, on the terms and conditions set forth in this Section 4.

  • Conversion of Notes (a) Upon the conversion of a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of a Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when a Subscriber sells the Conversion Shares, assuming (i) a registration statement including such Conversion Shares for registration has been filed with the Commission, is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Conversion Shares without restrictive legend and the Conversion Shares will be free-trading, and freely transferable. In the event that the Conversion Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely if such sale is intended to be made in conformity with Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers reasonably requested representations in support of such opinion.

  • Convertible Note 9 Section 3.8

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • Promissory Note The Promissory Note as set forth in Section 2;

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.