Common use of Conversion Ratio Clause in Contracts

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 Preferred Stock to the number of shares of Common Stock determined by dividing the Original Issue Price per share for Series C Preferred Stock by the Series C Conversion Price:

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 Preferred Stock to the number of shares of Common Stock determined by dividing the Original Issue Price per share for Series C Preferred Stock by the Series C Conversion Price:: “Series C Conversion Price” shall be calculated as follows: X = Where: X = Series C Conversion Price A = Total issued and outstanding shares of Common Shares of Parent on the date that the board of directors of the Corporation initially considered the issuance of Series C Preferred Stock (the “Calculation Date”). B = the greater of the USD equivalent of (i) C$0.115 (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the shares of Parent) or (ii)(A) 1.15 multiplied by (B) the 60-day daily volume weighted average C$ price of the Common Stock of Parent for such date on the Toronto Stock Exchange (or other exchange or market on which the Common Stock is trading) as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time), calculated for the period ending on the Calculation Date. The USD equivalent of C$ means the lawful currency of Canada converted into United States dollars based on the 60-day average of the nominal noon exchange rate ending on the Calculation Date as reported by the Bank of Canada for the conversion of one Canadian dollar into United States dollars. C = Total Fully Diluted Common Stock beneficially owned by Parent on the Calculation Date.

Conversion Ratio. Holders Each Preferred share may be converted, at the option of Preferred Stock can elect its holder, at any time and from time to exercise Conversion Rights as follows: (a) If a holder of Series A Preferred Stock elects to exercise the Conversion Rightstime, 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, and without the payment of additional consideration by the holder thereofits holder, into such number of fully paid and nonassessable non-assessable Common 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 Preferred Stock to the number of shares of Common Stock is determined by dividing the Original Issue Price per share for Series C Preferred Stock by the Series C Conversion Price (as defined below) in effect at the time of conversion. The "Conversion Price:" shall initially be US$2.00. The Conversion Price will be adjusted in accordance with the provisions set out in these articles. In the event that the Company completes an equity financing resulting in a valuation of the Company of US$50,000,000 or greater within 18 months of the Preferred Shares Original Issue Date (the "Qualified Financing"), holders of the Preferred shares shall have the right to convert the Preferred shares into Common shares at a Conversion Price determined by the board of directors of the Company, in its sole discretion, that results in the Preferred shares converting at the lesser of (i) a 1:1 ratio, and (ii) a 25% discount to the valuation of the Preferred shares on the basis of the valuation ascribed to the Preferred Shares pursuant to the Qualified Financing. If the Company completes an equity financing other than a Qualified Financing within 18 months following the Preferred Share Original Issue Date, the Conversion Price of the Preferred Shares shall be adjusted by the board of directors of the Company such that the outstanding Preferred Shares shall be convertible into the number of Common Shares of the Company equal to the same pro rata ownership of the holders of Preferred Shares (on an as-converted to Common share basis) immediately prior to each such financing and, in the discretion of the board of directors of the Company, the Company may elect to adjust the Conversion Price as contemplated above or cause additional shares to be issued to the holders of Preferred Shares in the same manner as Sections 27.2(8) through 27.2(10) contemplate. If the Company does not complete an equity financing within 18 months of the Preferred Share Original Issue Date, the board of directors of the Company shall engage an appraisal firm to determine the valuation of the Company (the "Appraised Valuation of the Company"), after which time the holders of the Preferred shares shall have the right to convert the Preferred shares into Common shares of the Company at a Conversion Price determined by the board of directors of the Company to provide the holders of the Preferred shares with a 25% discount to the valuation of the Preferred shares as a percentage of the Company's valuation determined in the Appraised Valuation of the Company, provided; however, that the Conversion Price shall not be adjusted to permit the holders of Preferred Shares to obtain greater than 25% of the outstanding Common shares (on an as-converted basis and taking into account all outstanding warrants or convertible securities entitling the holders thereof to acquire Preferred shares).

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 Each 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 shall be convertible into Company Class A Common Stock of the Series C Maturity Date or the last full day preceding the date fixed for the payment of Corporation, at 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 thereoftime, into such that number of fully paid and nonassessable shares of Company Class A Common Stock that will entitle such holder of such series at a conversion ratio per share of Series C Preferred Stock to as shall be determined by dividing (A) the number of Authorized Shares, by (B) that number of shares of Common Stock equal to the number of Automatic Conversion Shares (the “Series C Conversion Ratio”). Accordingly the initial conversion ratio (the “Conversion Ratio”), shall be determined by dividing one share of the Original Issue Price per share for Series C Preferred Stock by the Series C Conversion Price:Ratio; provided, that, depending upon the final percentage of the “Existing Everest Shares” (as defined in the Share Purchase Agreement) that is acquired by the Corporation the number of Conversion Shares (defined below) and the Series C Conversion Ratio shall result in all of the Conversion Shares having a Market Value of Sixteen Million Four Hundred and Fifty Six Thousand ($16,456,000) Dollars (the “Market Value”), and shall result in all of the Conversion Shares representing not less than 20.575% of the Fully-Diluted Company Common Stock and not more than 25.0% of the Fully-Diluted Company Common Stock. For the avoidance of doubt, in the event and to the extent that the Automatic Conversion Shares shall represent less than 20.575% of the Fully-Diluted Common Stock (subject to increase, as provided above, if the Corporation acquires in excess of 82.28% of the Existing Everest Shares under the Share Purchase Agreement), upon the optional or automatic conversion of the Series C Preferred Stock, the Holders of Series C Preferred Stock shall be entitled to receive, in addition to such Automatic Conversion Shares, the “Adjustment Shares” as defined in the Everest Option Agreement. In addition, if the product of multiplying the Per Share Price by the number of Automatic Conversion Shares shall result in a Market Value of less than the Sixteen Million Four Hundred and Fifty Six Thousand ($16,456,000) Dollars Market Value, the number of Automatic Conversion Shares shall similarly be subject to increase by the issuance of additional shares of Common Stock.

Conversion Ratio. Holders Each share of Series B 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, at the option of the holder thereof, at any time and from time to time in whole or in part (until a Mandatory Conversion Time, as defined in Section 5.1 below), and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable non-assessable shares of Common Stock that will entitle such holder as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of such series of conversion. The “Series A Preferred Stock to its pro rata share (calculated based on B Conversion Price” shall initially be $0.0001 per share. Such initial Series B Conversion Price, and the number of rate at which shares of Series A B 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 may be converted into shares of Common Stock. (b) If a , shall be subject to adjustment as provided below. Notwithstanding the foregoing, no holder of Series B Preferred Stock elects shall be entitled to exercise convert 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 convertibleon any conversion date, without the payment of additional consideration by the holder thereof, into such in connection with that number of fully paid and nonassessable shares of Common Stock that will entitle which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by such holder of such series of Series B Preferred Stock to and its pro rata share affiliates on a given conversion date, and (calculated based on ii) the number of shares of Common Stock issuable upon conversion of Series B Preferred Stock held by such shareholder with respect to which the determination of this limitation is being made on a conversion date, which would result in beneficial ownership by such Series B Preferred Stock holder divided by Two Hundred Fifty Thousand (250,000)) and its affiliates of twenty one and one-tenths percent (21.1%) more than 4.99% of the then issued and outstanding shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), and Rule 13d-3 thereunder. Subject to the foregoing, a Series B Percentage”). Preferred Stock holder shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one (c61) If a days prior notice from the Holder to the Corporation to increase such. The holder of Series C B Preferred Stock elects may decide whether to exercise the Conversion Rights, effective as of the convert its or his 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 B Preferred Stock to the number of shares of Common Stock determined by dividing the Original Issue Price per share for Series C Preferred Stock by the Series C Conversion Price:achieve an actual 4.99% or greater.

Conversion Ratio. Holders Each share of Series C 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, at the option of the holder thereof, at any time beginning 6 months after the date of the issuance of such share, and without the payment of additional consideration by the holder thereof, into such whole number of fully paid and nonassessable non-assessable shares of Common Stock (calculated as provided in Section 5.2 below), as is determined by dividing the applicable Original Issue Price by the Conversion Price (as defined below) in effect at the time of conversion (the “Conversion Ratio”), provided that to the extent that the issuance of shares of Common Stock pursuant to such conversion would result in a holder’s Attribution Parties exceeding the Beneficial Ownership Limitation (in each case as defined below), the Corporation shall issue pre-funded warrants, in the form attached as Exhibit B to the Purchase Agreement, to purchase that number of shares of Common Stock that will entitle such holder would have otherwise been issued to the holder, and provided further that the Conversion Ratio shall be equitably adjusted (as determined in good faith by the Board of such series of Series A Preferred Stock to its pro rata share (calculated based on Directors) so that in no event shall the aggregate number of shares of Common Stock issuable upon conversion of the Series A C 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 assuming 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 this purpose that shares of Common Stock that will entitle such holder into which any pre-funded warrants are exercisable are considered issued) exceed 20% 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 Preferred Stock to the number of shares of Common Stock determined by dividing outstanding as of immediately prior to issuance of the Original Issue Price per share for first issued shares of Series C Preferred Stock by (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock). The “Conversion Price” as of the date of issuance of the first issued shares of Series C Preferred Stock (the “Original Issue Date”) shall be equal to the volume-weighted average price of the shares of Common Stock for the 30 trading days immediately prior to the exercise of the holder’s conversion option, subject to a “floor price” equal to $0.6172. Such initial Conversion Price:Price and the rate of which shares of Series C Preferred Stock may be converted into shares of Common Stock shall be subject to adjustment as provided in this Section 5.

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 Subject to the holders other provisions of such Series A Preferred Stockthis Article III, each share of Company Common Stock issued and outstanding immediately prior to the applicable Series A Preferred Effective Time (including any Company Common Stock held by such holder issued upon exercise of the outstanding Warrants pursuant to Section 7.07 but excluding any Company Common Stock described in Subsection 3.01(d)) shall be convertibleconverted into 17.68 shares of Acquiror Common Stock, without the payment right to receive $146.25 in cash and the right to receive the Conditional Accelerated Earnout Shares, the Accelerated Earnout Shares and the Earnout Shares, if any (which right shall not be assignable except by operation of additional consideration by Law and which right shall in no event entitle the holder thereof, into such number of fully paid and nonassessable to more than 17.68 shares of Acquiror Common Stock). The Acquiror shall issue any Conditional Accelerated Earnout Shares on the Conditional Accelerated Payout Date, any Accelerated Earnout Shares on the Accelerated Payout Date and any Earnout Shares on the Payout Date. Notwithstanding the foregoing, (i) if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock that will entitle such holder of such series of Series A Preferred Stock to its pro rata share (calculated based on the shall have been changed into a different number of shares or a different class by reason of Series A Preferred any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Per Share of Company Common Stock held by or Acquiror Common Stock shall be correspondingly adjusted to reflect such holder divided by stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares and, (ii) if between the total Effective Time and Payout Date the outstanding shares of Company Common Stock or Acquiror Common Stock shall have been changed into a different 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 or 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 different class by reason of any such amounts distributable on a Deemed Liquidation Event stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the numbers of Earnout Shares, Accelerated Earnout Shares and Conditional Accelerated Earnout Shares shall, to the holders extent such shares have not theretofore been issued, be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange 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”)shares. (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 Preferred Stock to the number of shares of Common Stock determined by dividing the Original Issue Price per share for Series C Preferred Stock by the Series C Conversion Price: