Debt Conversion. As of this date, all EST Debt shall be converted into the right to receive Acquirer equity securities. Lender shall have the right to receive one "Unit" of Acquirer equity securities for every two dollars of EST Debt held by Lender. A "Unit" of Acquirer equity securities shall equal two shares of Acquirer common stock and a warrant to purchase one share of Acquirer common stock at $1.00 per share but may only be exercisable if the public trading price is at least $1.50. Following such conversion the Company shall have no liability to the Lender for any monetary payment, including without limitation any loan, promissory note or advance. In addition, the EST Debt shall then have no further force or effect and the Lender shall no longer have any right to receive any payment from the Company as a result of the EST Debt. Under this Agreement, the Lender shall have no other rights or remedies other than the right to acquire that number of "Units" of Acquirer determined in accordance with the amount of EST Debt that Lender holds.
Debt Conversion. (a) The Holder agrees, subject to the conditions set forth herein, to convert the principal and accrued but unpaid interest on the Note (“Debt Conversion”) into shares of Common Stock ("Conversion Shares") at a conversion price equal to the per share offering price of the Company’s shares in its proposed secondary offering with Aegis Capital, as further described in Section 4(a)(v), and subject to the approval of the TSX Venture Exchange (“TSXV”).
(b) The Company shall comply with all legal requirements applicable and take such other actions as may be necessary to effectuate the Debt Conversion, including, but not limited to, providing notices to, and responding to queries from, all applicable regulatory authorities and stock exchanges and obtaining all necessary regulatory and third party consents.
(c) Subject to the terms and conditions of this Agreement, the consummation of the Debt Conversion shall take place at a closing ("Closing" and the date of the Closing, the “Closing Date”) to be held at 10:00 a.m., local time, on the second business day after the date on which the last of the conditions set forth in Section 4 (a) and (b) below is fulfilled, at the offices of Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, 32 Floor, 60 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date or place as the parties may agree upon in writing. The Company shall send to the Holder at least two business days prior to the Closing a notice indicating the amount of unpaid interest accrued through the date of the Closing and the number of shares of Common Stock the Holder will be issued upon the Debt Conversion. At the Closing, the Holder shall deliver its Note for cancellation and the Company shall deliver to the Holder certificates representing the Conversion Shares to which the Holder is entitled as a result of such Debt Conversion. From and after the Closing, the Note shall represent solely the right to receive Conversion Shares. If a Holder has lost its Note and is unable to deliver its Note at the Closing, it shall submit an affidavit of loss and indemnity agreement so that the Note may be replaced and deemed cancelled in accordance with the terms hereof. In the event that as a result of the Debt Conversion, fractions of shares would be required to be issued, such fractional shares shall be rounded up to the nearest whole share. The Company shall pay any documentary, stamp or similar issue or transfer tax due on such Debt Conversion.
(d) Upon and after Closing, any an...
Debt Conversion. (a) Lender agrees, subject to the conditions set forth herein, to convert the full amount of the Outstanding Debt into 123,988,294 shares of the Company’s common stock (the “Conversion Shares”) at a conversion price of $0.03 per share (the “Conversion Price”). Upon receipt of the Conversion Price, Lender agrees that the Note is cancelled and of no further force and effect. Lender agrees to promptly file any necessary UCC termination statements or other documentation that may be needed to terminate any security interests that may have been granted to Lender that are related to the Note. Lender further authorizes borrower to take any action needed to reflect the cancellation of the Note and the termination of any related security interests.
(b) Subject to the terms and conditions of this Agreement, the consummation of the transaction contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at 10:00 a.m., local time, on October 27, 2015, at the offices of the Company, or at such other time, date or place as the parties may agree upon in writing. At the Closing, Lender shall deliver a certificate of an officer acknowledging the retirement of the Outstanding Debt and the Company shall deliver a certificate evidencing ownership of the Conversion Shares and which shall include a restrictive legend.
Debt Conversion. The Holder shall have the option to convert the principal and interest due under this note into shares of the Company's common stock at any time, pursuant to the terms of the form of the Debt Conversion Agreement attached hereto as Exhibit "A".
Debt Conversion. The conversion of the aggregate debt owed by the Company to the former shareholders of Vexigo Ltd. to warrants to acquire the Company’s ordinary shares shall have been consummated.
Debt Conversion. All indebtedness of Company, BetaZone, LLC, Equachem LLC and Biozone Laboratories, Inc. to Seller shall be forgiven at closing, provided $250,000 of such indebtedness owing to Dxx Xxxxxx, on an audited basis, shall be repaid by the Buyer to Dxx Xxxxxx at closing and the balance converted into Company common stock on the basis of 1 share for each $1.00 of debt converted, which shall be adjusted upon the completion of the Company audit .
Debt Conversion. The Creditor and the Company shall settle the Debt by converting the Debt into 2,500,000 units of the Company (the “Units”) at a price of $0.005 per Unit. Each Unit shall consist of one common share in the capital of the Company (a “Share”) and one-half of one share purchase warrant with each whole warrant exercisable at $1.50 per Share for a period of three (3) years from the date of issuance. Such conversion shall eliminate the obligation of the Company to repay the Debt to the Creditor.
Debt Conversion. (a) Xxxxxxx, agrees, subject to the conditions set forth herein, to convert the principal amount of his Note into 6,334,144 ($791,768 / $.125) shares of the Company’s Common Stock (the “Conversion Shares”).
(b) Xxxxxxx hereby agrees to permanently forbear accrued interest of $431,658.93.
(c) Subsequent to the date of this Agreement, if the Company receives an offer to purchase its equity securities from a potential investor (the “Potential Investor”), it shall promptly provide written notice to Xxxxxxx including the price and other terms and conditions of such offering (the “Offering Notice”). For fifteen (15) days after receipt of the Offering Notice, Xxxxxxx shall have the option to sell the Conversion Shares to the Potential Investor in the proposed offering at the price and on the terms and conditions stated in the Offering Notice. Xxxxxxx may exercise such option by delivering to the Potential Investor the stock certificate evidencing ownership of the Conversion Shares along with a stock power executed in blank and such other documentation that the Potential Investor or the Company’s transfer agent may reasonably request, in exchange for a cash payment equal to the number of Conversion Shares multiplied by the price per share set forth in the Offering Notice, provided that, if the Offering Notice is dated earlier than the six (6) month anniversary of this Agreement, then Xxxxxxx shall only deliver to the Potential Investor an irrevocable proxy to vote the Conversion Shares and the final sale of the Conversion Shares, including the tender of the stock certificate evidencing ownership of the Conversion Shares, the executed stock power and other documentation by Xxxxxxx, shall not occur until one (1) day after the six (6) month anniversary of the date of this Agreement.
(d) Subject to the terms and conditions of this Agreement, the consummation of the transaction contemplated by this Agreement shall take place at a closing (“Closing”) to be held at 6:00 p.m., local time, on the date on which the last of the conditions set forth in Section 4(c) and (d) below is fulfilled, at the offices of Xxxxxxx X. Xxxxxxx, CPA, P.C., 0000 Xxxxxxx Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxx Xxxx, 00000, or at such other time, date or place as the parties may agree upon in writing. At the Closing, Xxxxxxx shall deliver the Note for cancellation and the Company shall deliver Xxxxxxx a certificate evidencing ownership of the Conversion Shares. If Xxxxxxx has lost his Note and is ...
Debt Conversion. (a) Lender agrees, subject to the conditions set forth herein, to convert the full amount of the Outstanding Debt into 725,022 shares of the Company’s common stock (the “Conversion Shares”) at a conversion price of $1.04 per share (the “Conversion Price”).
(b) Subject to the terms and conditions of this Agreement, the consummation of the transaction contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at 10:00 a.m., local time, on date set by the Company, but no later than December 31, 2014, at the offices of the Company, or at such other time, date or place as the parties may agree upon in writing. At the Closing, Lender shall deliver a certificate of an officer acknowledging the retirement of the Outstanding Debt and the Company shall deliver a certificate evidencing ownership of the Conversion Shares and which shall include the restrictive legend.
Debt Conversion. All debts of Buyer existing as of the Closing shall either be waived in a writing acceptable to Seller, or converted into equity of the Buyer effective no later than the Closing.
