Conversion Value Sample Clauses
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Conversion Value. For purposes of this Section 12 only, the ---------------- ---- Conversion Value of a share of Common Stock means:
(i) if the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the Nasdaq National Market System maintained by the National Association of Securities Dealers, Inc., -- the last reported sale price of the Common Stock on the last trading day prior to the date of exercise of this Warrant (or the average closing bid and asked prices for such day if no such sale is made on such day);
(ii) if clause (i) does not apply, and if the prices are reported by the National Quotation Bureau, Inc., -- the mean of the last reported bid and asked prices reported on the last trading day prior to the date of exercise of this Warrant; and
(iii) in all other cases -- the per share value as determined by the board of directors in good faith.
Conversion Value. The Conversion Value of each Series A Convertible Unit as of the Series A Convertible Unit Issue Date shall be zero. For each Initial Quarter, the Conversion Value shall be increased by an amount equal to the Conversion Value Cap less the per unit cash distribution paid with respect to each Participating Common Unit (excluding any Extraordinary Distributions) (the amount of such increase in any Initial Quarter, an “Initial Period Accretion Amount”). For each Subsequent Quarter, the Conversion Value shall be increased by an amount equal to the Conversion Value Cap less the per unit cash distribution paid with respect to each Series A Convertible Unit (excluding any Extraordinary Distributions) (the amount of such increase in any Subsequent Quarter, a “Subsequent Period Accretion Amount”). For the avoidance of doubt, the payment of an Extraordinary Distribution with respect to an Initial Quarter or Subsequent Quarter will not increase or decrease the Conversion Value of the Series A Convertible Units.
Conversion Value. One share of Preferred B for one share of Common Stock - Converted at the option of the Holder.
Conversion Value. If the Mandatory Conversion Event is an IPO, the Conversion Value is equal to the value of Thrucomm (the "Thrucomm Value"), minus the gross proceeds of the IPO (the "Gross Proceeds"). The Thrucomm Value shall be equal to the Gross Proceeds multiplied by the fraction of the number of authorized Common Shares sold in the IPO (the "Multiplier"). The total number of Common Shares of Thrucomm that may be sold in an IPO shall not exceed forty percent (40%) of the total number of authorized Common Shares of Thrucomm. If Mandatory Conversion should occur as a result of a Sale, Merger, or Investment, the Conversion Value shall be equal to the aggregate consideration received or proposed to be received in that Sale or Merger or the aggregate funds invested in an Investment. A Mandatory Conversion occurs, in the event of a Sale or Merger when (i) the Board of Directors of Thrucomm approve a proposed Sale or Merger, and (ii) the parties to the proposed Sale or Merger have executed an agreement of sale or merger that sets forth the consideration to be received by Thrucomm's shareholders, and is conditioned on such shareholder's approval. In any Mandatory Conversion Event, the Conversion Value shall not be less than $20 million.
Conversion Value. The price at which any Note may be converted into Preferred Stock (the "Preferred Stock Conversion Value") pursuant to subsection 1.10(a) shall, subject to adjustment as hereinafter provided, be three dollars and fifty cents ($3.50) in principal amount of the Note for each share of Preferred Stock. The price at which any Note may be converted into Common Stock (the "Common Stock Conversion Value") pursuant to subsection 1.10(b) shall, subject to adjustment as hereinafter provided, be one dollar ($1.00) in principal amount of the Note or in accrued and unpaid interest thereon for each share of Common Stock.
Conversion Value. On the occurrence of an Exercise Event the Holder will receive, without the payment by the Holder of any additional consideration, a number of fully-paid non-assessable Common Shares in respect of each Warrant held as is computed by the following formula: X = Y --- Z where: X = the number of Warrant Shares that shall be issued to the Holder; Y = $1,000; and Z = the number determined as follows:
(a) where the Exercise Event is an IPO: Z = the lesser of (1)(A) during the first 12 months of the Warrant Term, 85% of the US dollar price per Common Share being offered in the IPO, and (B) during the remaining 12 months of the Warrant Term, an additional 1 1/4% discount per month (to an additional maximum discount, in the aggregate, of 15%) of the US dollar price per Common Share being offered in the IPO and (2) $1.50.
(b) where the Exercise Event is a Change of Control Event: Z = the lesser of (1)(A) during the first 12 months of the Warrant Term, 85% of the Change of Control Price, and (B) during the remaining 12 months of the Warrant Term, an additional 1 1/4% discount per month (to an additional maximum discount, in the aggregate, of 15%) of the Change of Control Price and (2) $1.50.
(c) where the Exercise Event is a Fundamental Transaction Event (that is not also a Change of Control Event) or the expiry of the Warrant Term: Z = $1.50.