Conversion of the Notes. This Note and any amounts due hereunder will be convertible into Conversion Shares in accordance with the terms of Section 4 of the Purchase Agreement.
Conversion of the Notes. Upon issuance and delivery of the Notes in accordance with this Agreement and the Indenture, the Notes will be convertible at the option of the holder thereof into ADSs representing Ordinary Shares in accordance with the terms of the Notes; the Ordinary Shares underlying the ADSs to be issued upon conversion of the Notes may be freely deposited by the Company with the Depositary under the applicable deposit program against issuance of ADSs; the maximum number of Ordinary Shares underlying the ADSs for issuance upon conversion of the Notes, including in connection with a make-whole fundamental change, have been duly reserved and authorized and when issued upon conversion of the Notes in accordance with the terms of the Notes, will be validly issued, fully paid and non-assessable, and the issuance of the Ordinary Shares will not be subject to any preemptive or similar rights.
Conversion of the Notes. 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 Notes. Each Note shall be convertible into capital stock of the Company according to the following terms:
Conversion of the Notes. This Note and any amounts due hereunder shall be convertible into the capital stock of the Company or Successor Entity, whichever the case may be, in accordance with the terms of Section 3 of the Purchase Agreement. As promptly as practicable after the conversion of this Note, the Company or Successor Entity 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 shares of capital stock issuable upon such conversion.
Conversion of the Notes. (a) The Series A Notes shall be convertible, in whole or in part, at any time after the first anniversary of Closing Date, at the option of the holder of record thereof, into the number of fully paid and nonassessable shares of Common Stock equal to (x) the outstanding principal amount of such Series A Notes being converted divided by (y) the Conversion Price (as defined below). The Series B Notes shall be convertible, in whole or in part, at any time after the latest to occur of (i) the date that the Amendment becomes effective, (ii) the date that the Requisite Stockholder Approval is obtained and (iii) the first anniversary of the Closing Date, at the option of the holder of record thereof, into the number of fully paid and nonassessable shares of Common Stock equal to (x) the outstanding principal amount of such Series B Notes being converted divided by (y) the Conversion Price (as defined below).
(b) Upon conversion of a Note, or any portion thereof, the holder of such Note shall receive a payment in cash equal to the accrued and unpaid interest on the Note or the portion so converted as of the date of conversion. No fractional shares of Common Stock shall be issued upon conversion of the Notes. All shares of Common Stock (including fractions thereof) issuable upon conversion of Notes by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Company shall, in lieu of issuing any fractional share, pay cash equal to the product of such fraction multiplied by the Market Price on the date of conversion.
(c) As used herein, "Market Price" for any day means, with respect to the shares of Common Stock, the volume weighted average price as reported by Bloomberg (or if such information is not available from Bloomberg, from another nationally recognized independent pricing source) over the ten (10) Trading Days immediately prior to the date of calculation; provided, that, for the purposes of Section 9.04, "Market Price" shall mean the volume weighted average price over the five (5) Trading Days prior to the date of calculation and the five (5) Trading Days from and after the date of calculation. If there is no publicly traded market for the shares of Common Stock, pricing information will be obtained directly from broker/dealers and active market makers such as ba...
Conversion of the Notes. Provided that the closing of the Offering occurs on or before [____], upon the closing of the Offering and without any further action or consent of the Holder, the Company or Good Earth, the Notes shall automatically be converted into the number of the Company’s restricted Common Stock set forth on Exhibit A attached and at such time such Notes will be deemed null and void and of no further effect. If the Offering does not close by [____], 2014, the Notes shall continue to be outstanding until converted by the Holder, repaid by the Company or otherwise satisfied. For avoidance of doubt the conversion price used to determine how many shares of the Company’s restricted Common Stock shall be issued to the Holder upon conversion of the Notes shall be equal to the per share price of the Common Stock sold in the Offering provided that if such price is more than the current conversion price of the Notes then the conversion price will be the current conversion price of the Notes.
Conversion of the Notes. This Note shall be convertible into Conversion Shares in accordance with the terms of Section 2.2
Conversion of the Notes. Each Note shall be convertible according to the ----------------------- following terms:
Conversion of the Notes. Akebia expressly acknowledges and agrees that (i) the Stockholder is under no obligation pursuant to this Agreement that the Notes be converted, and the Keryx Shares underlying the Notes be issued prior to the record date of the Keryx Shareholders’ Meeting, and (ii) if the Notes are not converted prior to the record date of the Keryx Shareholders’ Meeting, the Keryx Shares underlying the Notes will not be eligible to be voted thereat.
