Default Conversion Price Sample Clauses
The Default Conversion Price clause defines the predetermined price at which a convertible security, such as a note or preferred share, will convert into equity if a specific triggering event occurs, typically when no qualified financing has taken place by a certain date. This clause sets a fixed or formula-based price per share for conversion, often to protect investors from unfavorable terms if the company does not raise additional capital as expected. Its core function is to provide certainty and fairness in the conversion process, ensuring that investors are not disadvantaged if the company fails to secure new funding rounds.
Default Conversion Price. Upon the occurrence of any Event of Default (without the need for any party to give any notice or take any other action), the Conversion Price shall be redefined to equal the Default Conversion Price. The Default conversion price shall be defined as 60% of the lowest trade occurring during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note.
Default Conversion Price. Section 3(c)(xii) of the Convertible Debentures shall be deleted in its entirety and replaced with the following:
Default Conversion Price. At the Holder’s option, if the Company is in default of any provisions of this Note, the Holder may select the following conversion price (the “Default Conversion Price”) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, and similar events). Default Conversion Price shall mean 70% multiplied by the lowest Trading Price (representing a 30% Discount) for the Common Stock during the thirty (30) Trading Day-period ending on the latest complete Trading Day prior to the Conversion Date. “Lowest Trading Price” means, for any security as of any date, the lowest traded price on the relevant tier of the OTC Markets Group Inc. electronic quotation system (the “OTC”) as reported by a reliable reporting service (the “Reporting Service”) designated by the Holder (i.e., Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is then listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are reported in the “grey market.”
Default Conversion Price. The Holder need not provide and the Obligor hereby waives any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by ▇▇▇▇▇▇ at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Upon an Event of Default, notwithstanding any other provision of this Debenture or any Transaction Document, the Holder shall have no obligation to comply with or adhere to any limitations, if any, on the conversion of this Debenture or the sale of the Underlying Shares.
Default Conversion Price. At the Holder’s Option, if the Company is in default of any provisions of this Note, the Holder may select the following conversion price (the “Default Conversion Price”) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions, and similar events). Default Conversion Price shall mean 55% multiplied by the Lowest Trading Price (representing a 45% Discount) for the Common Stock during the thirty (30) Trading Day-period ending on the latest complete Trading Day prior to the Conversion Date. “Lowest Trading Price” means, for any security as of any date, the lowest traded price on the relevant tier of the OTC Markets Group Inc. electronic quotation system (the “OTC”) as reported by a reliable reporting service (the “Reporting Service”) designated by the Holder (i.e., Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is then listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are reported in the “grey market”; provided, if the Company’s common stock is not listed on any securities exchange or quoted in the over-the-counter market or any other national trading market, and there are no recent closing bid price prices for the Company’s common stock reported in the “grey market”, then the “Lowest Trading Price” shall be the lowest price per share which the Company would sell shares of Common Stock to a willing buyer (not a current employee or director), from authorized but unissued shares, as determined in good faith by its Board of Directors and as agreed to by the Holder. If, at any time following the Public Company Event and during the occurrence of a default of any provision of the Note, (i) the market capitalization of the common stock of the post-Public Company Event Company is less than twelve million ($12,000,000) and (ii) the Trading Price in respect of any sale of Common Stock resulting from a conversion permitted hereunder is lower than that set forth in the relevant Notice of Conversion, the Conversion Price will be reset and reduced to the lower Trading Price. I...
Default Conversion Price. Subject to the adjustments described herein, this Note shall be convertible into shares of Common Stock at any time after an Event of Default in any portion at the Default Conversion Price, in the sole discretion of the Holder. “Default Conversion Price” means the conversion price as determined in accordance with this Note. The Default Conversion Price shall be automatically adjusted equitably for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, as well as combinations, recapitalization, reclassifications, extraordinary distributions and similar events:
Default Conversion Price. From and after the date hereof, the Default Conversion Price as set forth in the Debentures shall be equal to the lesser of (a) the Fixed Conversion Price, or (b) seventy percent (70%) of the lowest Closing Bid Price of the Common Stock as quoted by Bloomberg, LP during the fifteen (15) trading days immediately preceding the Conversion Date.
Default Conversion Price. Upon the occurrence and during the continuation of any Event of Default specified in Article IV, the Holder shall have the right to convert any outstanding principal and interest at a Conversion Price of fifty percent (50%) of the lowest daily VWAP for the prior fifteen (15) day trading period prior to the applicable Conversion date.