Convertible Instruments Sample Clauses

Convertible Instruments. Except as disclosed in Schedule M-8.5, there are (i) no outstanding shares, other securities or Convertible Instruments owned or held by any Person and (ii) no other shares, securities or Convertible Instruments reserved for issuance, in each case in respect of the Company or the Subsidiaries. None of the Group Company’s Convertible Instruments, share purchase agreements or share option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events, including without limitation in the case where the Company Equity Plan is not assumed in an acquisition. The Company has never adjusted or amended the exercise price of any share options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Articles (or in case of the Company’s Subsidiaries, except as set forth in the Governing Documents of such Subsidiary), the Company has no obligation (contingent or otherwise) to purchase or redeem any of its shares.

Convertible Instruments. U.S. GAAP requires the bifurcation of certain conversion rights contained in convertible indebtedness and account for them as free standing derivative financial instruments according to certain criteria. This criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP. When bifurcation is required, the embedded conversion options are bifurcated from the convertible note, resulting in the recognition of discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. With respect to convertible preferred stock, we record a dividend for the intrinsic value of conversion options embedded in preferred securities based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares.

Convertible Instruments. Except as disclosed in Section 3.5 of the Company Disclosure Schedules, there are (i) no outstanding shares, other securities or Convertible Instruments owned or held by any Person and (ii) no other shares, securities or Convertible Instruments reserved for issuance, in each case in respect of the Group Companies. Except as disclosed in Section 3.5 of the Company Disclosure Schedules, none of the Group Companies’ Convertible Instruments, share purchase agreements or share option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events, including without limitation in the case where the Company Equity Plan is not assumed in an acquisition. No Group Company has ever adjusted or amended the exercise price of any share options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Company Articles (or in case of the Subsidiaries, except as set forth in the Governing Documents of such Subsidiary), the Company has no obligation (contingent or otherwise) to purchase or redeem any of its shares.

Convertible Instruments. As of the date hereof, the Company has granted or issued and has outstanding: (i) Company Options under the Stock Plans relating to 14,233,547 shares of Common Stock (and Company Options relating to an additional 1,192,011 shares of Common Stock remain available for grant under the Stock Plans); and (ii) Company Warrants relating to 8,240,712 shares of Common Stock. Schedule 2.2(c) of the Disclosure Letter sets forth the name of all Persons owning Company Options and Company Warrants, the number and type of securities underlying such rights, and the exercise, purchase or conversion price thereof and the expiration date, including any provision applicable upon a change of control of the Company.

Convertible Instruments. The Company has granted or issued and has outstanding: (i) Company Options under (a) the Stock Incentive Plan relating to 1,834,138 shares of Company Stock and (b) the Other Director Option Agreements relating to 82,546 shares of Company Stock, which will be vested and exercisable as of the Effective Time (unless earlier canceled in accordance with their terms); (ii) Company Warrants relating to 3,257,178 shares of Company Stock; (iii) Series A Notes convertible into 4,963,748 shares of Company Stock; and (iv) Series B Notes convertible into 1,107,147 shares of Company Stock. The Exercise Price of each tranche of Company Options, Company Warrants, Series A Notes and Series B Notes is set forth on Schedule 2.2(b) of the Disclosure Letter.

Convertible Instruments. As of the date hereof, the Company has granted or issued and has outstanding Company Options under the Stock Plan relating to 509,334 shares of Company Stock, RSUs relating to 24,833 shares of Company Stock and DSUs relating to 17,123.51 shares of Company Stock. All Company Options and RSUs will be vested and exercisable as of the Effective Time (unless earlier canceled or exercised in accordance with their terms).

Convertible Instruments. The Company shall take all actions necessary to cause each Company SAFE and each Company Convertible Note (collectively, the “Company Convertible Instruments”) that is outstanding immediately prior to the Effective Time to be automatically converted immediately prior to the Effective Time into a number of shares of Company Common Stock pursuant to the terms of such Company Convertible Instrument (the “Company Convertible Instruments Conversion”), each as set forth on Schedule 3.1(a) attached hereto. All of the Company Convertible Instruments so converted into shares of Company Common Stock shall be canceled, shall no longer be outstanding and shall cease to exist and no payment or distribution shall be made with respect thereto, and each holder of a Company Convertible Instrument shall thereafter cease to have any rights with respect to such Company Convertible Instrument.

Convertible Instruments. 29 6.3. Conditions to Obligations of USC.....................29 6.3.1. Representations............................29 6.3.2. Covenants..................................29 6.3.3.

Convertible Instruments. For the avoidance of doubt, the Holder acknowledges and agrees that the exercise of convertible instruments of the Corporation shall not be considered a Relevant Event prompting an adjustment in the number of shares of Common Stock of the Corporation to be issued to the Holder pursuant to this Article 4.

Convertible Instruments. As of the date hereof, the Company has granted or issued and has outstanding: (i) Company Options under the Stock Plans relating to 1,232,316 shares of Common Stock (and Company Options relating to an additional 838,134 shares of Common Stock remain available for grant under the Stock Plans), 825,553 of which will be vested and exercisable as of the Effective Time (unless earlier canceled in accordance with their terms) under their terms; and (ii) Company Warrants relating to 879,214 shares of Common Stock. Schedule 2.2(c) of the Disclosure Letter sets forth a complete and accurate list of (i) the Company Options, including the name of the Person to whom such Company Options have been granted, the number of shares subject to each such Company Option, the per share exercise price for each such Company Option, and the vesting schedule for each such Company Option and (ii) the Company Warrants, including the names of the registered holders of such Company Warrants, the number of shares subject to each such Company Warrant, and the per share exercise price for each such Company Warrant. The Company has provided or made available copies to the Buyer any agreements related to the Company Options and Company Warrants.