Debenture Exchange Sample Clauses

Debenture Exchange. (a) PKS will conduct an exchange offering for all of its outstanding PKS Debentures (the "Debenture Exchange"). Holders of PKS Debentures will have the option: (i) to exchange their PKS Debentures for KMC Debentures; (ii) to exchange their PKS Debentures for both shares of KMC Stock and New PKS Debentures; or (iii) not to participate in the Debenture Exchange.
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Debenture Exchange. Holders of at least 80% of the aggregate face amount of the outstanding Unsecured Debentures of the Company shall have agreed to exchange their Unsecured Debentures for an equal aggregate face amount of Subordinate Debentures.
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Debenture Exchange. On or before December 29, 2009, FHCM agrees to exchange FHCM Debentures with an aggregate value (including face amount and accrued interest) of $300,000 into a number of shares of a newly designated series of Vycor Preferred Stock (“New Preferred Shares”) which shall be convertible into the equivalent of 85% of the total pro-forma, fully-diluted share capital of Vycor at Closing.
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Debenture Exchange. On the date hereof, the following event (the "Exchange") shall take place: (i) GFL will exchange the aggregate of $1,913,000 principal amount of the May Debentures currently held by it, plus accrued interest thereon in the amount of $24,166, for an aggregate of $2,274,754 principal amount of the Bonds issued in the name of GFL. The terms and provisions of the Bonds are set forth in the form of the Bond attached hereto as Exhibit A. After the date hereof, the May Debentures will no longer be of any force and effect and the rights of GFL will be with respect only to the Bonds issued to GFL in accordance with the Exchange.
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Debenture Exchange. On the date hereof, the following events (collectively, the "Exchange") shall take place: (i) Newsun will exchange the aggregate of $1,731,676 principal amount of the May Debentures currently held by it for an aggregate of $2,076,642.70 principal amount of the Bonds issued in the name of Newsun, (ii) Kempton will exchange the aggregate of $2,000,000 principal amount of the July Debentures currently held by it for (a) an aggregate of $1,180,560 principal amount of the New Debentures issued in the name of Kempton and (b) an aggregate of $983,247.60 principal amount of the Bonds issued in the name of Kempton and (iii) Southbrook will exchange the aggregate of $768,324 principal amount of the July Debentures currently held by it for an aggregate of $905,082.20 principal amount of the Bonds issued in the name of Southbrook. The terms and provisions of the New Debentures and the Bonds are set forth in the form of Debenture certificate and Bond attached hereto as Exhibits A and B, respectively. After the date hereof, the Debentures will no longer be of any force and effect and the rights of each of the Holders will be with respect only to the New Debentures and the Bonds, as the case may be, issued to such Holder in accordance with the Exchange.
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Debenture Exchange. 1 1.2 Adjustment to Principal Amount of Debentures . . . . . . . . . . . .1 1.3
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Debenture Exchange. Subject to the terms and conditions of this Agreement and that certain Lock-Up Agreement of even date herewith (the "Lock-Up Agreement"), on the date of the closing of the transactions contemplated hereby (the "Closing Date"), Kenilworth shall transfer such principal amount of Debentures to the Company, as may be determined in accordance with the terms of Section 1.2 hereof and, in consideration of and in exchange for the Debentures, the Company shall deliver to Kenilworth the Common Shares. The Closing Date shall be as soon as reasonably practicable following the fulfillment (or valid waiver) of the conditions to closing set forth in Sections 6 and 7 below.
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Related to Debenture Exchange

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Debentures The Debentures have been duly authorized by the Company and, at the Closing Date, will have been duly executed and delivered to the Indenture Trustee for authentication in accordance with the Indenture, and, when authenticated in the manner provided for in the Indenture and delivered against payment therefor by the Trust, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture enforceable against the Company in accordance with their terms, subject to Bankruptcy and Equity.

  • Convertible Debentures The Definition of the term “Convertible Debentures” as used in the Master Agreement shall hereinafter include the Additional Debentures.

  • Debenture A Debenture(s) representing the principal amount of Debentures purchased by such Purchaser as set forth next to such Purchaser's name on Schedule I, registered in the name of such Purchaser, each in form satisfactory to the Purchaser;

  • Purchase and Sale of Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible promissory notes in the aggregate principal amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Conversion of Debentures Section 16.01.

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