Conversion of the Note. The Note shall be convertible according to the following terms:
(a) The following terms shall have the meanings assigned below:
Conversion of the Note. This Note shall be convertible according to the following terms:
(a) The principal and unpaid accrued interest of this Note will be automatically converted into Equity Securities at the election of the Holder which may be exercised at any time after the date hereof. The number of Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on this Note on the date of conversion, by the Conversion Price.
Conversion of the Note. The Outstanding Amount will convert into securities of ACE Convergence Acquisition Corp., a Cayman Islands exempted company that will domesticate as a Delaware corporation prior to the closing of the Transactions (as defined below) (the “Issuer”), upon the earlier to occur of the closing of the Transactions and the closing of the first Qualified Financing (as defined below) following any termination of the Business Combination Agreement (as defined below), as applicable, in accordance with the following:
(a) effective upon the closing of the Transactions, the Outstanding Amount shall automatically be converted into shares of common stock, par value $0.001 per share, of the Issuer at a conversion price of $10.00 per share, with any resulting fraction of a share rounded down to the nearest whole share. No payment will be made to Lender in lieu of any fractional shares to which Lender would otherwise have been entitled, and such amounts shall be extinguished without any further payment on the part of the Company. The “Transactions” means, collectively, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 13, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Issuer, Tempo and ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of the Issuer (“Tempo Merger Sub”), pursuant to which, among other things, Tempo Merger Sub will merge with and into Tempo, with Tempo surviving such merger as a wholly owned subsidiary of the Issuer. Lxxxxx xxxxxx agrees to execute and become party to all customary agreements that the Company reasonably requests in connection with the Transactions. As promptly as practicable after the conversion of this Note, the Company at its expense shall issue and deliver to the holder of this Note, upon surrender of this Note by Lender to the Company, a certificate or certificates for the number of full Conversion Shares issuable upon such conversion. Upon the conversion of this Note, Lender shall have no further rights under such Note, whether or not such Note is surrendered; and
(b) effective upon the closing of the first Qualified Financing (as defined below) following any termination of the Business Combination Agreement, the Outstanding Amount shall automatically be converted into shares of the same class and series of capital stock of the Company issued to other investors in ...
Conversion of the Note. This Note and any amounts due hereunder shall be convertible into Conversion Shares in accordance with the terms of Section 2.2 of the Purchase Agreement. As promptly as practicable after the conversion of this Note, the Company at its expense shall issue and deliver to the holder of this Note, upon surrender of the Note, a certificate or certificates for the number of full Conversion Shares issuable upon such conversion.
Conversion of the Note. At the option and written instruction of the Lender, upon the maturity of the secured promissory note (the "Note") as specified on clause 3, the Lender shall have the right to convert the balance of the Note and the accrued interests to common stocks of the Company. The conversion price is based on the closing quote of the Borrower's share price on the OTC Bulletin Board with 25% discount on the date of conversion.
Conversion of the Note. Upon the Next Qualified Equity Financing (as defined below), the principal amount of the Note plus any accrued but unpaid interest will be automatically converted into that number of shares of the Company's Next Stock issued in the Next Qualified Equity Financing as is equal to the then principal balance of the Note plus any accrued but unpaid interest divided by the price per share of the Company's Next Stock.
Conversion of the Note. 8 3.01. CONVERSION...................................................................... 8 3.02.
Conversion of the Note. This Note and any amounts due hereunder shall be convertible into Conversion Shares in accordance with the terms of Section 2.2
Conversion of the Note. Upon the Next Qualified Equity Financing (as defined below), the principal amount of the Note plus any accrued but unpaid interest will be automatically converted into that number of shares of the Company's Next Stock issued in the Next Qualified Equity Financing as is equal to the then principal balance of the Note plus any accrued but unpaid interest divided by the price per share of the Company's Next Stock; PROVIDED, HOWEVER, the amounts outstanding under the Note shall not be subject to conversion without the written consent of the Investor unless, as of the closing of such Next Qualified Equity Financing, the Chief Executive Officer candidate previously identified to Greenwich, has entered into an employment contract with the Company and commenced employment with the Company.
Conversion of the Note. (a) In the event that the Merger is not consummated on or before December 31, 2001 for any reason, and provided that the Lender shall not have breached any representation, warranty, covenant or agreement made by it in the Loan Documents, the Lender, at its option, may convert this Note into shares of common stock of the Borrower, through January 31, 2002, (by giving notice to Borrower on or before such date) representing 25% (or 23% in the event that the Supplemental Advance is $750,000 or such equity interest shall be otherwise proportionately reduced from 25% by the amount that the Supplemental Advance is less than $1,000,000 but more than $750,000) of the outstanding equity of the Borrower on a basis fully diluted for the issuance of shares of common sock and all shares of common stock underlying options, warrants or other claims of ownership, except for employee stock options outstanding on the date hereof and any additional employee stock options outstanding on the date of Conversion (a "Fully Diluted Basis of the Borrower"). In such event, the Lender shall also have the right, through January 31, 2002, to acquire an additional 25% interest in the Borrower on a Fully Diluted Basis of the Borrower (or 23% interest in the event that the Cash Payment (defined for purposes hereof as the required cash payment inclusive of accrued and unpaid interest on the Note) is $3,750,000 or such equity interest shall be otherwise proportionately reduced from 25% by the amount that the Cash Payment is less than $4,000,000 but more than $3,750,000). In the event that the Cash Payment shall be in the amount of at least $3,750,000, the Lender shall not be deemed to be in default of its obligations under this Section 22. The foregoing rights of the Lender are collectively referred to as the "Conversion".
(b) The parties acknowledge and agree that in the event that the Merger is not timely consummated and the Lender has exercised its rights of Conversion under this Section 22, then until January 31, 2003, the Borrower shall obtain the written consent of the Lender prior to the consummation of any merger or other similar transaction with Xxxxxx, Inc.
