Conversion Ratio. The “Conversion Ratio” for each share of Series B Preferred Stock shall be equal to the Stated Value divided by the Conversion Price.
Conversion Ratio. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. The “Series A Conversion Price” shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.
Conversion Ratio. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price by the Conversion Price (as defined below) in effect at the time of conversion. The “Conversion Price” shall initially be equal to $[ ]2. Such initial Conversion Price, and the rate at which shares of Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.
Conversion Ratio. The “Conversion Ratio” for each share of Series A Non-Voting Preferred Stock shall be 1,000 shares of Common Stock issuable upon the conversion (the “Conversion”) of each share of Series A Non-Voting Preferred Stock (corresponding to a ratio of 1,000:1), subject to adjustment as provided herein.
Conversion Ratio. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price applicable to such series of Preferred Stock by the Conversion Price (as defined below) applicable to such series of Preferred Stock in effect at the time of conversion. The “Series A-1 Conversion
Conversion Ratio. The number of new Shares issued by the Issuer to the relevant Note holder upon conversion of one or several Notes in accordance with Paragraph 8.1 of these characteristics of the Notes will be calculated as the Conversion Amount divided by the Conversion Price. If the issuance of new Shares would result in the issuance of a fraction of a Share, the Issuer shall round such fraction of a Share up to the nearest whole Share. The new Shares shall be fully paid by set-off against the Conversion Amount that will come in deduction from the Principal Amount. Such conversion shall not require the payment of any fee or charge by the relevant Note holder. If the Conversion Price on the Conversion Date is equal to or lower than EUR 0.10 (ten cents), the ongoing cool down period (as specified in the Agreement) on such Conversion Date and the Maturity Date shall be extended by the number of days until the Conversion Price exceeds EUR 0.10 (ten cents), at which time the Shares upon conversion shall be issued automatically without further notice from the Note holder. The Issuer shall promptly deliver freely tradable Shares to the relevant Note holder upon each conversion of Note(s). The Issuer shall use its best efforts that the issuance of the Shares and their admission to trading on Nasdaq Helsinki Ltd shall occur no later than three (3) Trading Days after the Conversion Date. Upon conversion of Notes, if the relevant Note holder does not receive the relevant Shares as provided for in the paragraph above, and if the early redemption of the Notes was not requested by the relevant Note holder, at the Note holder’s discretion, the Issuer shall pay to the relevant Note holder an amount equal to the difference (if positive) between the closing price of the Share three (3) Trading Days after the Conversion Date and the closing price of the Share on the day immediately prior to the date on which the relevant Shares are effectively received by the relevant Note holder, for each new Share which was issued upon the relevant conversion of Notes. If the Issuer does not have sufficient shareholders’ authorizations available to issue new Shares to a Note holder upon conversion of Notes, and if the early redemption of the Notes was not requested by the relevant Note holder, at the Note holder’s discretion, the relevant Notes shall be acquired by the Issuer, on the Trading Day following the Conversion Date, for a price equal to the number of new Shares which should have been issued to ...
Conversion Ratio. Holders of Preferred Stock can elect to exercise Conversion Rights as follows:
(a) If a holder of Series A Preferred Stock elects to exercise the Conversion Rights, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of such Series A Preferred Stock, each share of the applicable Series A Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series A Preferred Stock to its pro rata share (calculated based on the number of shares of Series A Preferred Stock held by such holder divided by the total number of shares of Series A Preferred Stock then outstanding) of seven and eight-tenths percent (7.8%) of the issued and outstanding shares of Common Stock.
(b) If a holder of Series B Preferred Stock elects to exercise the Conversion Rights, effective as of the Preferred A/B Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of such Series B Preferred Stock, each share of the applicable Series B Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series B Preferred Stock to its pro rata share (calculated based on the number of shares of Series B Preferred Stock held by such holder divided by Two Hundred Fifty Thousand (250,000)) of twenty one and one-tenths percent (21.1%) of the then issued and outstanding shares of Common Stock (the “Series B Percentage”).
(c) If a holder of Series C Preferred Stock elects to exercise the Conversion Rights, effective as of the Series C Maturity Date or the last full day preceding the date fixed for the payment of any such amounts distributable on a Deemed Liquidation Event to the holders of Series C Preferred Stock, each share of the applicable Series C Preferred Stock held by such holder shall be convertible, without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock that will entitle such holder of such series of Series C ...
Conversion Ratio. Upon any conversion pursuant to Section 2.1 or Section 2.2 hereof, the Outstanding Principal shall be converted into such number of Common Shares as is equal to the Outstanding Principal being divided by the Conversion Price. The “
Conversion Ratio. Upon notice to the Corporation that any dividends, including, without limitation, Accruing Dividends were not timely paid in cash within the time period described for payment in Section 2.1, if the Corporation fails to pay, in full, all dividends due to the holders of Series A Non-Voting Preferred Stock within five Business Days of receipt of such notice, or at any time after the third anniversary of the Issue Date, each share of Series A Non-Voting Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (a) the Series A Original Issue Price plus any accrued and unpaid dividends thereon, including, without limitation, Accruing Dividends thereon by (b) the Series A Conversion Price (as defined below). The “Series A Conversion Price” applicable to the Series A Non-Voting Preferred Stock shall equal the per day average volume-weighted price per share as reported by S&P Capital IQ, or any successor thereto, through its “Volume Weighted Average Price” function, for a share of Common Stock in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session for the 10-day trading period immediately preceding the date of calculation of the Conversion Price; provided, however, that if any such conversion, or the issuance of the Series A Non-Voting Preferred Stock with such conversion rights, would require the Corporation, under the rules of the Nasdaq stock exchange (or any other exchange on which the Corporation’s Common Stock is then trading), to obtain the written consent or affirmative vote of holders of its capital stock to effect such conversion, the Corporation shall be entitled to reduce the number of shares of Common Stock into which any share of Series A Non-Voting Preferred Stock may convert such that the Corporation would not be required to obtain such written consent or affirmative vote, so long as the Corporation, concurrently with such conversion, pays the holder of such share (1) for each whole share of Common Stock into which such share of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to the Series A Conversion Price, and (2) for each fractional share of Common Stock into which such share of Series A Non-Voting Preferred Stock wou...
Conversion Ratio. Subject to Section 5(b) below, each share of Series B-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for the Series B-1 Preferred Stock, into that number of fully paid and non-assessable shares of Common Stock determined by multiplying such share of Series B-1 Preferred Stock and the then-applicable Series B-1 Conversion Rate.
