Equity Conversion. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub or the Company:
(i) each outstanding share of Company Common Stock shall be converted into the right to receive the Pro Rata Merger Consideration; and
(ii) the shares of capital stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become the outstanding shares of capital stock of the Surviving Corporation following the Effective Time.
Equity Conversion. If at any time after September 24, 2019, the Holder gives the Company written notice of the Holder’s desire to convert this Warrant or any Warrant Shares (the “Existing Securities”), the Company will use its reasonable best efforts to cause, within forty-five days of the Company’s receipt of such notice, all of the Existing Securities to be converted on a one-to-one basis into a warrant or other Equity Securities, as applicable, in each case having the same rights, preferences, privileges, and restrictions as the applicable Existing Securities (“Non-Voting Securities”) except that the holders of Non-Voting Securities will not have any right to vote on matters voted on by the Stockholders, except that the Company shall not, directly or indirectly, without the written consent of the Holder: (i) amend the Articles, (ii) reclassify any debt or Equity Securities, or consummate any corporate restructuring or reorganization, in any manner that disproportionately and adversely affects the rights, preferences or privileges of any Holder as compared to other holders of Equity Securities of the same class(es) represented by this Warrant (treating voting and non-voting Equity Securities as the same class), (iii) enter into, amend, modify, supplement, waive or fail to enforce any agreement, transaction, commitment or arrangement with or for the benefit of any of the Company’s or any of its subsidiary’s officers, directors, employees, equityholders or Affiliates or with any individual related by blood, marriage or adoption to any such individual or with any entity in which any such Person or individual owns a beneficial interest; provided, that, this clause (c) shall not apply to (1) agreements or other transactions between or among the Company and its wholly-owned subsidiaries, (2) the Company’s (or its subsidiaries’) performance of its obligations in accordance with the terms of existing agreements then in effect and (3) such entry into or amendments to agreements where the Company reasonably demonstrates that such agreement or amendment is on terms no less favorable to the Company than those that might be obtained at the time from an unaffiliated third party, (iv) commit or agree to any of the foregoing or (v) permit any of its subsidiaries to take any action which, if taken by the Company, would require the Holder’s consent. If the Holder gives the Company written notice at least forty-five days prior to a Widely Dispersed Offering by the Holder or its transferees, ...
Equity Conversion. Prior to the Closing Date, the Company shall cause each issued and outstanding share of the Market Auction Preferred Stock to be redeemed for cash (the "Equity Conversion").
Equity Conversion. Subject to any regulatory approvals that KRI might have to acquire, following the Triggering Event and prior to KRI listing its common shares for trading on a public stock exchange, TIL and MAS hereby irrevocably agree to exchange their percentage Carried Interests in the Monterde Project held from time to time for that number of common shares in KRI that will confer on the Developers a resulting percentage ownership in KRI equal to their Carried Interest percentages, which TIL and MAS will accept subject to British Columbia securities laws and any stock exchange requirements. As noted above, all shares granted to the Developers shall be in direct proportion to their respective interests held under Section 3.01 and 3.02, above. The Parties hereto acknowledge and agree that the equity conversion provided in this Section 3.03 will occur prior to any listing of its common shares on a public exchange by KRI and will be deemed to occur forthwith upon any party giving notice to the others to effect the equity conversion. It is also the Parties' intention that the Carried Interests and Back-In Rights shall be converted into common stock of KRI pursuant to a Subscription Agreement that will coincide with the payment of the Back-In Right amount of Section 3.02, above.
Equity Conversion. Borrower shall cause not less than $4,900,000 of Indebtedness owed by Black Warrior to St. Xxxxx to be converted into equity capital of Black Warrior no later than May 31, 1998, on terms and conditions satisfactory to Lender, and shall deliver written evidence thereof satisfactory to Lender no later than June 5, 1998.
Equity Conversion. From and after the first anniversary of the Closing Date the Buyer shall have the right at its sole option, exercisable as specified herein, to require the Seller to issue to the Buyer shares of the Seller’s common stock (“Seller Shares”) in exchange for the reduction of the then outstanding amount of the Bridge Loan Offset, the Contingency Price Offset, the Fixed Price Offset or a combination of the Offsets (the “Conversion Right”). The number of Seller Shares to be issued in connection with the Conversion Right shall be determined by dividing the amount of the reductions of the Bridge Loan Offset, the Contingency Offset or the Fixed Price Offset by their applicable Exchange Price (as defined below). The Conversion Right may be exercised by providing written notice thereof to the Seller, which notice shall specify the number of Seller Shares to be issued, the amount of the reduction of the Bridge Loan Offset, the Contingency Price Offset, the Fixed Price Offset, or a combination of the Offsets, to be determined by the Buyer in its sole discretion, and the date on which such issuance is to occur (the “Conversion Date”), which shall be not less than three business days after the date of the notice. On the Conversion Date, the Seller shall deliver to the Buyer a certificate for such number of newly issued Seller Shares. For purposes of this Section 1.2(g), the “Exchange Price” shall be defined as follows:
(i) The Exchange Price for the conversion of the Bridge Loan Offset shall be $.35.
(ii) The Exchange Price for the conversion of the Contingency Price Offset and the Fixed Price Offset shall be the average of the reported last bid prices of Seller’s common stock in the over-the-counter market for the 10 trading days immediately preceding the date of the notice; provided, however, that (A) if Seller’s common stock should be listed on a national securities exchange or on the Nasdaq National Market or the Nasdaq SmallCap Market, then the Exchange Price shall be the average closing bid price of Seller’s common stock as reported by such exchange or Nasdaq for the 10 trading days immediately preceding the date of notice; and (B) if the Seller’s common stock is not publicly traded, then the Exchange Price shall be $.35.
Equity Conversion. The Security Agreement is hereby amended to delete clause 6.2 (“Equity Conversion”) in its entirety.
Equity Conversion. On the Approved Plan Effective Date, the Term Loans outstanding at such time shall be converted into the equity of Holdings or a parent directly owning 100% of the equity of Holdings, in each case, based on the Equity Rights Offering Value (as defined in the Restructuring Support Agreement).
Equity Conversion. DTS stock options and restricted stock held by Executive will be treated as follows:
Equity Conversion. The Parties intend that each Party may, at Project financial closing, convert any or all of its remaining accumulated costs into project equity, on terms to be defined during Phase 2 development.
