Corporation Conversion Sample Clauses

Corporation Conversion. The Corporation will have the right to send the Holder a Corporation Conversion Notice at any time in its sole and absolute discretion, if the Equity Conditions are met as of the time such Corporation Conversion Notice is given. Upon any conversion of any Series A Preferred Stock pursuant to a Corporation Conversion Notice, the Corporation will on the date of such notice (a) satisfy the payment of Dividends and Conversion Premium as provided in Section I.C.2, and (b) issue to the Holder of such Series A Preferred Stock a number of Conversion Shares equal to (i) the Face Value multiplied by (ii) the number of such Series A Preferred Stock subject to the Holder Conversion Notice divided by (iii) the applicable Conversion Price with respect to such Series A Preferred Stock; all in accordance with the procedures set forth in Section I.G.1.
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Corporation Conversion. In the event that the Closing Price of the Common Stock exceeds 200% of the Conversion Price with respect to a Series A Preferred Stock for any 20 consecutive Trading Days, upon a conversion of any Series A Preferred Stock pursuant to a Corporation Conversion Notice, the Corporation shall issue to the Holder of such Series A Preferred Stock a number of Conversion Shares equal to (a) the Original Issue Price multiplied by (b) the number of such Series A Preferred Stock subject to the Corporation Conversion Notice divided by (c) the Conversion Price with respect to such Series A Preferred Stock.
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Corporation Conversion. The Corporation shall have the right to send the Holder a Corporation Conversion Notice in the event that (x) the Closing Price of the Common Shares exceeds 300% of the Series A Conversion Price for any 20 consecutive Trading Days and (y) the Equity Conditions are met as of the time such Company Conversion Notice is given. Upon any conversion of any Series A Preference Shares pursuant to a Corporation Conversion Notice, the Corporation shall (a) satisfy the Embedded Dividend Liability as provided in Section I.C.2,, and (b) issue to the Holder of such Series A Preference Shares a number of Conversion Shares equal to (i) the Series A Face Value multiplied by (ii) the number of such Series A Preference Shares subject to the Holder Conversion Notice divided by (iii) the applicable Conversion Price with respect to such Series A Preference Shares.
Sample 1
Corporation Conversion. Upon not less than thirty (30) days prior written notice from Company to Lenders, provided no Potential Event of Default or Event of Default shall have then occurred and be continuing, Administrative Agent, Requisite Lenders and the other Loan Parties shall take all actions, including, without limitation, the execution and delivery of necessary amendments, modifications and supplements to this Agreement and the other Loan Documents, as may reasonably be necessary in order to facilitate the conversion of Holdings or Company from a limited liability partnership structure to a corporate structure classified as a "C" corporation under the Internal Revenue Code and to give effect to the intent of this Agreement and the other Loan Documents after consummation of any such conversion. Administrative Agent shall be entitled to reimbursement by Company of its reasonable fees and expenses incurred in connection therewith and at all times on and after any such conversion the First Priority Lien in the Collateral shall remain in full force and effect.
Sample 1
Corporation Conversion a. In the event that the Closing Price of the Common Stock exceeds 150% of the Conversion Price with respect to a Series F Preferred Stock for any 20 consecutive Trading Days, upon a conversion of any Series F Preferred Stock pursuant to a Corporation Conversion Notice, the Corporation shall issue to the Holder of such Series F Preferred Stock a number of Conversion Shares equal to (i) the Early Redemption Price multiplied by (ii) the number of such Series F Preferred Stock subject to the Corporation Conversion Notice divided by (iii) the Conversion Price with respect to such Series F Preferred Stock. b. In the event that the Closing Price of the Common Stock is less than 150% of the Conversion Price with respect to a Series F Preferred Stock and the Corporation elects to effectuate a conversion of any Series F Preferred Stock pursuant to a Corporation Conversion Notice, the Corporation shall issue to the Holder of such Series F Preferred Stock upon such Corporation Conversion Notice, an initial number of Conversion Shares equal to 130% of (i) the Early Redemption Price multiplied by (ii) the number of such Series F Preferred Stock subject to the Corporation Conversion Notice divided by (iii) the lower of (A) the Conversion Price with respect to such Series F Preferred Stock and (B) 100% of the Closing Price of a share of Common Stock on the Trading Day immediately preceding the date of the Corporate Conversion Notice. c. After 20 Trading Days, the Holder of such Series F Preferred Stock shall return or the Corporation shall issue a number of Conversion Shares such that the total number of Conversion Shares under that respective Corporation Conversion Notice equals (i) the Early Redemption Price multiplied by (ii) the number of such Series F Preferred Stock subject to the Corporation Conversion Notice divided by (iii) the lower of (A) the Conversion Price with respect to such Series F Preferred Stock and (B) 85% of the average of the daily VWAPs of the Common Stock, as reported by Bloomberg, for the 20 Trading Days following Holder’s receipt of the Corporation Conversion Notice; provided, however, that if the trading price of the Common Stock during any one or more of the 20 Trading Days following Holder’s receipt of the Corporation Conversion Notice falls below 70% of the Closing Price on the day prior to the Corporation Conversion Notice, the Holder will return to the Corporation any remaining Conversion Shares delivered under Section 3(b) and the pro ra...
Sample 1
Corporation Conversion. In the event that the Closing Price of the Common Stock exceeds 250% of the Conversion Price with respect to a Debenture for any 20 consecutive Trading Days, upon a conversion of any Debenture pursuant to a Corporation Conversion Notice, the Corporation shall issue to the Holder of such Debenture a number of Conversion Shares equal to (a) the Early Redemption Price multiplied by (b) the number of such Debenture subject to the Corporation Conversion Notice divided by (c) the Conversion Price with respect to such Debenture.
Sample 1
Corporation Conversion. The Corporation will have the right to send the Holder a Corporation Conversion Notice on 20 days’ notice in the event that (x) the Closing Price of the Common Stock exceeds 300% of the Series A Conversion Price for any 20 consecutive Trading Days and (y) the Equity Conditions are met as of the time such Corporation Conversion Notice is given. Upon any conversion of any Series A Preferred Stock pursuant to a Corporation Conversion Notice, the Corporation will (a) satisfy the payment of Dividends and Embedded Derivative Liability as provided in Section I.C.2, and (b) issue to the Holder of such Series A Preferred Stock a number of Conversion Shares equal to (i) the Face Value multiplied by (ii) the number of such Series A Preferred Stock subject to the Holder Conversion Notice divided by (iii) the applicable Conversion Price with respect to such Series A Preferred Stock; all in accordance with the procedures set forth in Section I.G.1.
Sample 1
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Corporation Conversion. The Corporation will have the right to send the Holder a Corporation Conversion Notice at any time in its sole and absolute discretion, if the Equity Conditions are met as of the time such Corporation Conversion Notice is given. Upon any conversion of any portion of this Debenture pursuant to a Corporation Conversion Notice, the Corporation will on the date of such notice (a) satisfy the payment of Interest and Conversion Premium as provided in Section I.C.2, and (b) issue to the Holder of this Debenture a number of Conversion Shares equal to the Face Value divided by the applicable Conversion Price with respect to the amount of Debenture converted; all in accordance with the procedures set forth in Section I.G.1.
Sample 1
Corporation Conversion. In the event that the Closing Price of the Common Stock exceeds $2.00 per share for any 20 of 25 consecutive Trading Days, upon a conversion of any Series E Preferred Stock pursuant to a Corporation Conversion Notice, the Corporation shall issue to the Holder of such Series E Preferred Stock a number of Conversion Shares equal to (a) the Early Redemption Price multiplied by (b) the number of such Series E Preferred Stock subject to the Corporation Conversion Notice divided by (c) the Conversion Price with respect to such Series E Preferred Stock plus the Make Whole Payment.
Sample 1

Related to Corporation Conversion

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Mandatory Conversion Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

  • Optional Conversion To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

  • Date of Conversion Conversion Price: ---------------------------------------------------------------

  • Conversion of Company Capital Stock Subject to Section 3.2 and Section 3.3, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, $0.0001 par value per share, of the Surviving Corporation, and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of Company Common Stock that are issued and outstanding immediately after the Effective Time.

  • Casual Conversion A casual Employee, who has been engaged by the Employer on a regular and systematic basis for a period in excess of six-weeks, thereafter, will have their contract of employment converted to permanent employment unless otherwise agreed in writing between the parties. Regular and systematic shall be defined as an average of 4 days or more, per week, over 6 weeks. Eligible current employees will be transitioned to full time no later than 6 weeks from the date of approval of this agreement.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Merger and Consolidation Conversion 22 (a) Merger and Consolidation .............................................................23 (b) Conversion ...........................................................................23 Section 4. Reorganization ...........................................................................23

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

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