Elective Conversion. At any time prior to 5:00 p.m. on the last Business Day immediately preceding the Maturity Date, each Investor shall have the option to convert all or part of the principal and accrued interest under the Notes into that number of shares of Common Stock equal to the quotient of (1) all principal and accrued interest under the Notes being so converted, divided by (2) the Conversion Price.
Elective Conversion. (a) The outstanding principal balance and the interest thereon of this Note may be converted, in whole or in part, by Holder, as follows. To effectuate Holder’s election to convert this Note pursuant to this Section 2(a), Holder shall deliver to Payor a notice setting forth its desire to convert and Holder shall surrender this Note, duly endorsed, to Payor or its transfer agent. Payor shall not be obligated to issue certificates evidencing the common stock of Dyadic International, Inc. (the “Common Stock”) issuable upon such conversion unless this Note is either delivered to Payor or its transfer agent, or Holder notifies Payor or its transfer agent that this Note has been lost, stolen or destroyed and executes an agreement satisfactory to Payor to indemnify Payor from any loss incurred by it in connection with this Note. Payor shall, within five (5) business days after such delivery, or such agreement and indemnification, issue and deliver at such office to Holder a certificate or certificates for the Common Stock to which Holder shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of the closing of receipt of Holder's notice of election. The person or persons entitled to receive Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock on such date.
(b) If by the fifth trading day after the date the Note is delivered for conversion Payor fails to deliver to Holder such shares issuable upon conversion of this Note in such amounts and in the manner requested, then Holder will have the right to rescind its conversion request pertaining thereto by giving written notice to Payor prior to Holder’s receipt of such shares.
(c) If by the fifth trading day after the date the Note is delivered for conversion Payor fails to deliver to Holder the required number of shares in the manner requested, and if after such fifth trading day and prior to the receipt of such shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by Holder of the shares which Holder anticipated receiving upon such conversion (a “Buy‑In”), then Payor shall: (1) pay in cash to Holder (in addition to any other remedies available to or elected by Holder) the amount b...
Elective Conversion. (1) Prior to conversion of this Note pursuant to any elective conversion under this Section 5, Investor shall surrender this Note to the Company (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note). If the Required Investors elect to convert the Notes pursuant to this Section 5 (other than an automatic conversion under Section 5(a)), the Required Investors shall give written notice to the Company at least thirty (30) days prior to the event triggering the elective conversion at the Company’s principal corporate office of the election to convert the same pursuant to the applicable paragraph of this Section 5, and shall state therein the amount of the then outstanding principal amount of the Notes, together with all accrued and unpaid interest, to be converted.
(2) Investor hereby agrees to execute and deliver to the Company upon such elective conversion of this Note all transaction documents entered into by other recipients of capital stock and, if applicable, any Customary Documents.
(3) The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated units, if applicable) for the number of units to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 5(e)(iii). Any elective conversion of this Note shall be deemed to have been made upon the satisfaction of all of the conditions set forth in this Section 5(e)(ii) and on and after such date the Persons entitled to receive the units issuable upon such conversion shall be treated for all purposes as the record holder of such units.
Elective Conversion. If the Holder wishes to voluntarily convert this Note as set forth in Section 3(a) hereof prior to a Conversion Event, the Holder shall surrender this Note to the Company and provide the Company with a written notice (the “Conversion Notice”) to that effect.
Elective Conversion. At the election of Holder, but subject -------------------- to the limitations provided herein and in the Note Purchase Agreement of even date herewith, Holder shall have the right to convert all or any part of the principal and accrued interest of this Note into shares of Common Stock, $0.001 par value per share at the price of $0.025 per share of Common Stock.
Elective Conversion. The entire principal amount of this Note may, at the option of the Holder hereof, be converted into shares of Common Stock at the Conversion Price (as hereinabove defined) upon or following (i) the date of an IPO Closing which occurs following the first anniversary of the date of issuance of this Note or (ii) the closing by the Company of a firm commitment underwritten public offering that does not meet the criteria for for automatic conversion of the Company's currently outstanding Preferred Stock into Common Stock. The Holder will exercise its right of conversion by delivery of written notice of such election to the Company at any time following the first anniversary of the date of issuance of this Note and prior to the payment in full of this Note.
Elective Conversion. Upon the occurrence of a Contingent Conversion Triggering Event, a number of Non-Voting Common Shares held by the Xxxxxxx Persons that are designated in writing by the Xxxxxxx Representative (as defined in the Governance Agreement) to the Company (a “Elective Conversion Notice”) shall be converted into an identical number of duly authorized, validly issued, fully paid and non-assessable Voting Common Shares; provided, that the number of Non-Voting Common Shares so converted shall not exceed the number of Non-Voting Common Shares that, if converted, would reasonably be expected to (1) cause the Company to become a CFC (as defined in the Articles of Association) as reasonably determined in good faith by the Company, upon the advice of its legal counsel, or (2) cause the Percentage Stock Ownership (by voting power, with such determination of voting power taking into account any continuing director designation rights of the Xxxxxxx Persons pursuant to the Governance Agreement as of such time) of any Xxxxxxx Person to exceed 44.9% (as reasonably determined in good faith by the Company). The determination contemplated by the immediately preceding sentence shall be made (A) promptly and in any event within five (5) business days of written request by the Xxxxxxx Representative, and (B) after permitting the Xxxxxxx Representative and its legal and tax advisors to have a reasonable opportunity to present their views and analysis relevant to such determination, but no Xxxxxxx Director shall be entitled to vote on any such determination. Any Non-Voting Common Shares converted pursuant to this Article 11(m)(ii) shall be converted into an identical number of duly authorized, validly issued, fully paid and nonassessable Voting Common Shares as of 11:59 p.m. Eastern Time on the date the number of such Non-Voting Shares to be so converted are determined pursuant to this Article 11(m)(ii). Unless otherwise determined in an Elective Conversion Notice, any conversion of Non-Voting Common Shares held by the Xxxxxxx Persons into Voting Common Shares pursuant to this sub-clause (ii) shall be pro rata among the Xxxxxxx Persons based on the aggregate number of Non-Voting Common Shares held by each Xxxxxxx Person as of immediately prior to such Conversion Event, except to the extent otherwise required to prevent the Company from becoming a CFC. For purposes of this Article 11(m)(ii), a “Contingent Conversion Triggering Event” shall mean (1) a decrease in the number of directors th...
Elective Conversion. If, on or before the Maturity Date, the Company consummates, while this Note remains outstanding, an equity financing for capital raising purposes with Investors pursuant to which it sells Equity Securities in a transaction that does not constitute a Qualified Financing, Qualified Listing Event or the Identified SPAC Transaction (a “Non-Qualified Financing”), then the Majority Holders shall have the option to elect to convert the outstanding principal amount of this Note (and all other Notes issued pursuant to the SPA on the same terms as this Note) and any unpaid accrued interest into the Equity Securities sold in the Non-Qualified Financing at a conversion price equal to (i) the price paid per share for Equity Securities by the Investors in the Non-Qualified Financing multiplied by (ii) one minus the Discount Percentage.
Elective Conversion. (1) Prior to conversion of this Note pursuant to any elective conversion under Section 5(b), Investor shall surrender this Note to the Company (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note). If an Investor elects to convert Notes pursuant to Section 5(b), such Investor shall give written notice to the Company thereof in accordance with Section 5(b) at the Company’s principal corporate office, and shall state therein the amount of the then outstanding principal amount of the Notes, together with all accrued and unpaid interest, to be converted.
(2) Investor hereby agrees to execute and deliver to the Company upon such elective conversion of this Note all transaction documents entered into by other recipients of capital stock and, if applicable, any Customary Documents.
(3) The Company shall, as soon as practicable thereafter, issue and deliver to such Investor a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of shares of Common Stock to which Investor shall be entitled upon such conversion, including a check payable to Investor for any cash amounts payable as described in Section 5(d)(iii). Any elective conversion of this Note shall be deemed to have been made upon the satisfaction of all of the conditions set forth in this Section 5(d)(ii) and on and after such date the Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock.
Elective Conversion. Next Equity Financing (Other than a Qualified Financing). Upon the election of the Majority Note Holders at any time prior to the Maturity Date, in the event the Company effects a Next Equity Financing other than a Qualified Financing prior to the Maturity Date, the principal and unpaid accrued interest of each Note will be converted into that number of Next Equity Financing Shares as is equal to (i) the principal and unpaid accrued interest of such Note divided by (ii) the Conversion Price.
