Default Conversion Sample Clauses

Default Conversion. (a) If this Note and all accrued interest shall not have been paid in full on or before the Maturity Date or upon the occurrence of an Event of Default (as defined in Section 7 hereof), the Holder shall have the right (the "Default Conversion Right"), in addition to any other available remedies set forth in Section 8 hereof or at law or in equity, to convert up to the lesser of (i) the then outstanding principal amount of this Note or (ii) 10% of the original principal amount of this Note, into the number of shares of Common Stock of the Company ("Common Stock"), equal to the amount converted by the Noteholder upon such Event of Default (the "Default Conversion Amount") divided by $.001 (the "Default Conversion Price"). Upon conversion, the Company shall pay all accrued and unpaid interest on the Default Conversion Amount.
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Default Conversion. Subject to the Company's receipt of the Stockholder/AMEX Conversion Approval, and in addition to the conversion of Notes as provided in Section 2.6 hereof and Exhibit C hereto, each holder of a Note may, at such holder's option, convert into shares of Company Common Stock all or any part of the principal amount outstanding under the Note held by such holder during any one or more periods during which an Event of Default shall have occurred and be continuing. The conversion price for conversions given effect under this Section 2.7 shall be the sum obtained by multiplying (i) the Current Market Price as of the date that a conversion notice (the "Default Conversion Notice") is given to the Company in accordance with the terms of the Note by the holder of such a Note to be converted times (ii) 0.90 (such conversion price at any time in effect being called the "Default Conversion Price"). The number of shares of Company Common Stock issuable upon conversion of each Note in accordance with this Section 2.7 shall be obtained by dividing the principal amount outstanding under such Note to be converted by the Default Conversion Price in effect on the date that the Default Conversion Notice is given by the holder of such Note to be converted to the Company in accordance with the terms of the Note.
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Default Conversion. During the continuance of an Event of Default, Lender shall have the right to convert all outstanding Obligations into shares of Preferred Stock by dividing the aggregate outstanding Obligation by the lesser of (i) the Interest Conversion Price or (ii) the Implied Equity Value Per Share multiplied by three (3), in each case rounded up to the next whole share.
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Default Conversion. (a) If this Note and all accrued interest shall not have been paid in full on or before the Maturity Date or upon the occurrence of an Event of Default (as defined in Section 7 hereof), the Holder shall have the right (the "Default Conversion Right"), in addition to any other available remedies set forth in Section 8 hereof or at law or in equity, to convert ten percent (10%) of the principal amount of the Notes (the "Default Conversion Amount") into a number of shares of Common Stock of the Company ("Default Conversion Share Amount") which, when added to the Voting Securities (as defined below) then owned by the Noteholders, equals fifty-one percent (51%) of the outstanding shares of Common Stock of the Company for a purchase price of $.01 per share (the "Default Conversion Price"). For purposes of this Section 3, Voting Securities shall mean the Alternate Offering Common Stock and/or Series A Preferred Stock (both as defined in the Purchase Agreement)). Upon conversion, the Company shall pay all accrued and unpaid interest on the Default Conversion Amount.
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Default Conversion. 4.1.4.1. At any time following (i) July 9, 2019 and (ii) the exercise by the Company of its Call Option and receipt of the Loan Amount, the Lender shall have the right but not the obligation, at its sole discretion, to convert the Loan Amount into Preferred A Shares (as such term is defined in the Amended Articles) at a conversion price per share equal to the then applicable Conversion Price (as defined in the Amended Articles) of the Preferred A Shares, with no discount.
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Default Conversion. Upon the occurrence and during the ------------------ continuation of an Event of Default, for a period of thirty (30) days from the occurrence of the Event of Default (the "Election Period"), the Company, subject to Monsanto's right to require the Company to sell shares and pay cash, as provided below, may elect to convert all or any portion of the principal and accrued interest under any outstanding Loan into shares of common stock of the Company at the average of the closing market prices for such shares during the thirty (30) trading days immediately preceding the Default Conversion Date (hereinafter defined) for such Loan (the "Default Average Market Price"). Monsanto shall not take any of the actions set forth in paragraphs (b) or (c) of Section 5.02 hereof until the end of such Election Period. If all of the principal and accrued interest are converted into shares of common stock of the Company or paid in cash pursuant to this Section 5.03, Monsanto shall have no further rights under Section 5.02 hereof, arising because of the Event of Default for which such conversion or payment was made hereunder. If the Company does not elect to convert all of the principal and accrued interest under any outstanding Loan into shares of common stock of the Company during the Election Period, then, within ten (10) days after such Election Period, Monsanto may, in addition to any other remedies set forth in this Agreement, elect to convert all or any portion of the remaining principal and accrued interest under such Loan into shares of common stock of the Company at the Default Average Market Price; provided, however, that in no event shall Monsanto elect to convert principal and accrued interest into more than three million (3,000,000) shares of common stock of the Company (as such number is adjusted for stock dividends, stock splits and similar events affecting holders of the Company's common stock) for each Loan. In order to exercise the conversion rights described above, at any time after the occurrence and during the continuation of an Event of Default, a party shall send a written notice (the "Default Conversion Notice") to the other party, stating that the exercising party intends to exercise such conversion rights; provided, however, that, in the case of the Company, the Default Conversion Notice may only be given during the Election Period. The Default Conversion Notice shall specify (i) the amount of the principal and accrued interest that the exercising p...
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Default Conversion. If the Company has not consummated a Qualified Equity Financing prior to the earlier of the Maturity Date or the consummation of a Change of Control or Public Listing (as defined below), and Holder has not previously converted all of the principal and accrued but unpaid interest under the Note into Preferred Stock in connection with a Non-Qualified Financing, then, upon the written election of the Required Holders, the outstanding principal amount of this Note, plus all accrued and unpaid interest hereon, shall be converted into fully paid and nonassessable shares of the Company’s Common Stock (the “Default Conversion”) at the price per share obtained by dividing $85 million by the Company’s fully-diluted capitalization assuming exercise or conversion of all convertible securities of the Company and excluding any shares issuable upon conversion of the Notes (the “Default Conversion Price”). Xxxxxx understands and agrees that the Default Conversion Price is an arbitrary price and not reflective of the current fair market value of the Company’s Common Stock.
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Default Conversion. If an Event of Default (as defined in Section 3.2 below) shall have occurred, each Investor shall have the right to convert his Loan Principal plus the Interest into Ordinary Shares of the Company at a default conversion price equal to 60% of the lowest closing bid price of the Company’s Ordinary Shares in the fifteen (15) days prior to the conversion as quoted by Bloomberg, LP.
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Default Conversion. The failure by the Company to repay any Loan as it becomes due in accordance with the terms of this Agreement and the Note within five (5) business days after the due date thereof shall constitute a default hereunder (a "Default"). Upon a Default by the Company, Lender may elect to convert the Outstanding Balance under each Loan into Shares of Common Stock at the Conversion Price, by giving written notice of default to the Company (the "Notice of Default"). The Notice of Default shall state which Loans the Lender is electing to convert into Shares of Common Stock. Within two (2) business days of receipt of the Notice of Default, the Company shall deliver to Lender the Shares issuable to Lender hereunder. The "Conversion Price" shall be equal to $0.50 per Share, subject to adjustment for any stock split, reverse stock split, stock dividend or similar transaction. The issuance of the Shares to Lender upon the conversion of the Outstanding Balance shall be registered pursuant to the Company's Registration Statement on Form S-3 (No. 333-76092) (the "Registration Statement"). The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance of the Shares pursuant to this Agreement in such amounts as may be required to fulfill its obligations in full under this Agreement, and shall reserve under the Registration Statement, for the life of the Loans, such number of Shares as may be required to be issued hereunder.
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Related to Default Conversion

  • Mandatory Conversion Provided an Event of Default has not occurred, then, commencing after the Actual Effective 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 the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 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, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest 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 Section 2.2 above.

  • Lender Optional Conversion Lender has the right beginning on April 1, 2023 until the Outstanding Balance has been paid in full, at its election, to convert (“Conversion”) all or any portion of the Outstanding Balance into fully paid and non-assessable Common Shares, par value $0.01 (the “Common Shares”), of Borrower (“Conversion Shares”) as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Conversion Notice”) may be effectively delivered to Borrower by any method set forth in the “Notices” Section of the Purchase Agreement, and all Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any Conversion to Lender in accordance with Section 7 below.

  • Automatic Conversion Upon the automatic conversion of all outstanding shares of the series of equity securities comprising the Exercise Shares, this Warrant shall become exercisable for that number of shares of Common Stock of the Company into which the Exercise Shares would then be convertible, so long as such shares, if this Warrant had been exercised prior to such offering, would have been converted into shares of the Company’s Common Stock pursuant to the Company’s Certificate of Incorporation. In such case, all references to “Exercise Shares” shall mean shares of the Company’s Common Stock issuable upon exercise of this Warrant, as appropriate.

  • 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.

  • Conversion Delays If the Company fails to deliver shares in accordance with the timeframe stated in Section 1.00(b), the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares returned to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.

  • 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.

  • Conversion Date The Conversion Date shall not have occurred.

  • Forced Conversion Notwithstanding anything herein to the contrary, if after the Original Issue Date, (i) the closing sales price of the Company’s Common Stock for each of the sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice (as defined below), which period shall have commenced only after the Original Issue Date (such period the “Threshold Period”), exceeds $1.16 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Original Issue Date) and (ii) in excess of 200,000 shares of the Company’s Common Stock has traded on each of sixty (60) consecutive Trading Days immediately prior to the issuance of the Forced Conversion Notice, (iii) on the Forced Conversion Notice Date and thereafter there is an effective registration statement covering the resale of the Conversion Shares or the Conversion Shares may be immediately resold in accordance with the provisions of Rule 144 ,(iv) the Company is current in its required Periodic Filings with the SEC and (v) there are at least 2 market makers for the Common Stock the Company may, within 1 Trading Day after the end of any such Threshold Period, deliver a written notice to the Holder (a “Forced Conversion Notice” and the date such notice is delivered to the Holder, the “Forced Conversion Notice Date”) to cause the Holder to convert all or part of the then outstanding Principal Amount of this Note plus, if so specified in the Forced Conversion Notice, accrued but unpaid liquidated damages and other amounts owing to the Holder under this Note, it being agreed that the “Conversion Date” for purposes of Section 4 shall be deemed to occur on the third Trading Day following the Forced Conversion Notice Date (such third Trading Day, the “Forced Conversion Date”). Any Forced Conversion shall be applied ratably to all Holders based on their initial purchases of Notes pursuant to the Subscription Agreement; provided that any voluntary conversions by a Holder shall be applied against the Holder’s pro rata allocation, thereby decreasing the aggregate amount forcibly converted hereunder if only a portion of this Note is forcibly converted. For purposes of clarification, a Forced Conversion shall be subject to all of the provisions of Section 4, including, without limitation, the provision requiring payment of liquidated damages and limitations on conversions. No Forced Conversion Notice shall be effective to the extent it would require a Conversion in excess of the limitations in Section 4 (c ) of the Note .

  • Maximum Conversion The Holder shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock issuable in connection with the unconverted portion of the Note, and (iii) the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock of the Borrower on such Conversion Date. For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate conversions of only 9.99% and aggregate conversion by the Holder may exceed 9.99

  • CONVERSION REPAYMENT 2.1. (a) Payment of Monthly Amount in Cash or Common Stock. If the Monthly Amount (or a portion thereof of such Monthly Amount if such portion of the Monthly Amount could have been converted into shares of Common Stock but for Section 3.2) is required to be paid in cash pursuant to Section 2.1(b), then the Borrower shall pay the Holder an amount equal to 103% of the Monthly Amount due and owing to the Holder on the Repayment Date in cash. If the Monthly Amount (or a portion of such Monthly Amount if not all of the Monthly Amount may be converted into shares of Common Stock pursuant to Section 3.2) is required to be paid in shares of Common Stock pursuant to Section 2.1(b), the number of such shares to be issued by the Borrower to the Holder on such Repayment Date (in respect of such portion of the Monthly Amount converted into shares of Common Stock pursuant to Section 2.1(b)), shall be the number determined by dividing (x) the portion of the Monthly Amount converted into shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "Fixed Conversion Price" means $0.125.

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