Conversion of Promissory Notes. Notwithstanding the foregoing, Investor may pay the purchase price for the Shares by cancellation or conversion of indebtedness of the Company to the Investor. In the event that payment by Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the applicable Closing any evidence of indebtedness or shall execute an instrument of cancellation and lost promissory note and indemnity agreement in form and substance acceptable to the Company. Each Investor, to the extent that such Investor is a holder of any promissory note of the Company being converted and/or cancelled in consideration of the issuance hereunder of Shares to such Investor, hereby agrees that the entire amount owed to such Investor under such note is being tendered to the Company in exchange for the applicable Shares, and effective upon the Company’s and such Investor’s execution and delivery of this Agreement (including without limitation pursuant to that certain Subscription Agreement Attachment), without any further action required by the Company or such Investor, such note and all obligations set forth therein shall be immediately deemed repaid in full and terminated in their entirety, including, but not limited to, any security interest effected therein.
Conversion of Promissory Notes. At the Effective Time, each promissory note on which Zynaxis is the obligor and which is held by a party to the Note Exchange Agreement shall be exchanged for shares of Vaxcel Common Stock in accordance with the terms of the Note Exchange Agreement.
Conversion of Promissory Notes. All debt instruments or securities of Parent held or beneficially owned by Fountainhead Capital Partners Limited and its affiliates (“Fountainhead”) shall be converted into shares of Parent Common Stock.
Conversion of Promissory Notes. Prior to the First Effective Time the Company will convert in full all Convertible Promissory Notes into shares of Company Preferred Stock without the payment of any amount of the principal or interest due on such notes in cash and all such Company Preferred Stock shall be converted into Company Common Stock prior to the First Effective Time.
Conversion of Promissory Notes. As of the Initial Closing Date, the Promissory Notes shall have converted into the Securities pursuant to the terms of such Promissory Notes and this Agreement.
Conversion of Promissory Notes. Consideration with respect a portion of the investment by Rxxxxx X. Chez shall be in the form of cancellation of indebtedness of two promissory notes, a Convertible Secured Promissory Note dated December 28, 2012 in the amount of $500,000 and a Convertible Secured Promissory Note dated February 22, 2013 in the amount of $600,000 which together total of One Million One Hundred Thousand Dollars ($1,100,000) plus accumulated interest (the “Note Conversion Amount”). In consideration of the timing of the investment in the promissory notes, warrant coverage on the Note Conversion Amount shall be 50% rather than 25%, that is, for each share of Common Stock purchased with the Note Conversion Amount, the Company shall issue a Warrant to purchase 50% of one additional share of Common Stock at a purchase price of $0.04 per share.
Conversion of Promissory Notes. The principal balance of USD $10,000,000 in the aggregate of certain convertible promissory notes issued by Pubco to NewMargin Growth Fund L.P., Ceyuan Ventures II, L.P. and Ceyuan Ventures Advisors Fund II, LLC dated July 31, 2009, as amended (the “Investor Notes”), shall be converted into shares of common stock of Pubco at a conversion price of $0.80 per share at the Closing Date.
Conversion of Promissory Notes. After the Closing Date, Pubco agrees to convert the $1,000,000 promissory note described in Section 5.01(e) and any convertible promissory notes issued in connection with the debt financing agreement with Clarus Capital Ltd. as described in Section 5.01(e) into shares of Pubco Common Stock at conversion rate of $2.00 per share no later than six (6) months following the effective date of WFOE delivering twenty (20) wind turbine systems to its customers.
Conversion of Promissory Notes. Jxxx Xxxxxxxx and Rxxxxx Xxxxxx, both of whom are Investors to the Agreement, will be converting their promissory notes with the Company as consideration for the Units that they will each receive pursuant to the Agreement. The promissory notes convert into 2,710,526 Units for each of Mx. Xxxxxxxx and Dx. Xxxxxx. Options to acquire 23,990,007 shares of Common Stock have been granted and are outstanding pursuant to the Company’s 2008 and 2010 Equity Incentive Plans (the “Equity Incentive Plans”). Following the announcement of the Closing, the Company plans to offer certain employees the opportunity to exchange previously granted stock options. The option exchange will allow such employees to exchange a number of previously granted stock options for new stock options at an exercise price equal to the market price of the Company’s Common Stock on the date of the new grant. The number of shares of Common Stock underlying such new stock options will be calculated based on a value-for-value exchange using the Black-Scholes Model. The Company’s employment agreements with each of Jxxx Xxxxxxxx and Rxxxxx Xxxxxx provide for annual salaries of $325,000.00 and $305,000.00, respectively, of which, for the period between November 2014 and November 2015, $216,000.00 and $196,000.00 was to be paid in cash to Mx. Xxxxxxxx and Dx. Xxxxxx, respectively, with the remainder of their annual salaries to be paid in the form of stock options. To conserve its cash flow, the Company and each of Mx. Xxxxxxxx and Dx. Xxxxxx plan to amend such employment agreements to provide that for such period, the annual salaries of Mx. Xxxxxxxx and Dx. Xxxxxx will be entirely paid in the form of stock options. The Company expects the amendments to these employment agreements and the grant of the stock options to take effect following the announcement of the Closing.
Conversion of Promissory Notes. All promissory notes (the “Promissory Notes”) issued under the Note Purchase Agreement, dated January 4, 2021, by and among the Company and the lenders named therein (the “Note Purchase Agreement”) will be converted in accordance with the terms of the Note Purchase Agreement and the Promissory Notes into the right to receive, and become exchangeable for: (i) a portion of the Promissory Notes Consideration, with each Noteholder being entitled to receive (A) with respect to the $25,000,000 of Promissory Notes issued at the Initial Closing (as defined in the Note Purchase Agreement), that number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the principal amount of each such Promissory Note divided by the SPAC Conversion Price (as defined in each such Promissory Note), subject to the payment of cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.3(f), and (B) with respect to the $32,500,000 of Promissory Notes issued at the Second Closing (as defined in the Note Purchase Agreement), that number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the principal amount of each such promissory note divided by the SPAC Conversion Price (as defined in each such Promissory Note), subject to the payment of cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.3(f), plus (ii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such Promissory Notes in accordance with Section 2.3(d).
