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 shall be converted into shares of Parent Common Stock.
Conversion of Promissory Notes and Issuance of Series A-1
Conversion of Promissory Notes. By execution of this Agreement, certain Investors who are holders of Convertible Promissory Notes (each a “Note Investor” and collectively, the “Note Investors”) in the aggregate principal amount of $550,000.00 (the “Convertible Notes”), hereby agree that, subject to Section 1.3 of this Agreement, the principal amount of (and all accrued interest thereon) all such Convertible Notes previously issued by the Company to the Note Investors are cancelled, extinguished, terminated, retired and contributed to the capital of the Company as of the date of the Initial Closing through the acquisition by the Note Investors of that number of shares of Series A-1 Preferred Stock, $0.0001 par value per share (the “Series A-1 Preferred Stock”), set forth opposite such Note Investor’s name on Exhibit A (the “Series A-1 Shares”), which shall be calculated at the conversion rate of one (1) share of Series A-1 Preferred Stock for each $1.00808 per share in principal amount of (and all accrued interest thereon) all Convertible Notes so converted (at a $10.0 million capped pre-money valuation). The aggregate amount of Series A-1 Shares to be sold pursuant to this Agreement by cancellation or conversion of indebtedness owed to the Note Investors by the Company shall not exceed 556,550 shares. iSpecimen Inc. Series B Preferred Stock Purchase Agreement Execution Version
Conversion of Promissory Notes. (i) Medical Media is the obligor under the following convertible promissory notes issued to Pet Edge, LLC (collectively, the "Pet Edge Notes"):
Conversion of Promissory Notes. The Parties hereby agree that, in full and complete satisfaction of LifeLogger’s obligations for all amounts of principal and accrued but unpaid interest due under the Promissory Notes, LifeLogger hereby issues (a) to Old Main Capital 54,000 shares of Series B Preferred (the “Old Main Shares”), and (b) to SBI Investments 42,429 shares of Series B Preferred (the “SBI Investments Shares”; the SBI Investments Shares, together with the SBI Investments Shares, the “Noteholder Shares”), and the Promissory Notes shall be cancelled and terminated in all respects. Concurrently with the execution and delivery of this Agreement, the Noteholders shall have delivered their Promissory Notes for LifeLogger to mxxx as cancelled upon the issuance of the Noteholder Shares. Prior to or concurrent with the execution and delivery of this Agreement, LifeLogger shall cause to be filed the Certificate of Designation to its Articles of Incorporation in the form attached hereto as Exhibit C, pursuant to which the Series B Preferred Stock is designated, and shall provide the Noteholders with evidence of corporate authorizations required for such filing.
Conversion of Promissory Notes. 8 ARTICLE 4 - EXCHANGE OF SHARES......................................... 8
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.
