Exercise of Optional Conversion Right Sample Clauses
The Exercise of Optional Conversion Right clause defines the process by which a party, typically a holder of convertible securities, can choose to convert those securities into another form, such as common stock. This clause outlines the steps required to initiate the conversion, including any necessary notices, timing requirements, and the method for determining the number of shares or units received upon conversion. Its core practical function is to provide a clear and orderly mechanism for converting securities, thereby offering flexibility to the holder and ensuring both parties understand the terms and procedures involved.
Exercise of Optional Conversion Right. The Optional Conversion Right may be exercised by the Purchaser by completing and signing a notice of conversion in a form reasonably acceptable to the Company and the Purchaser (the “Optional Conversion Notice”) and delivering the Optional Conversion Notice and this Note to the Borrowers. The Optional Conversion Notice shall provide that the Optional Conversion Right is being exercised, shall specify the amount being converted, and shall set out the date (the “Optional Conversion Issue Date”) on which Shares are to be issued upon the exercise of the Optional Conversion Right (such date to be no earlier than five (5) Business Days and no later than ten (10) Business Days after the day on which the Optional Conversion Notice is delivered to the Borrowers). The conversion shall be deemed to have been effected immediately prior to the close of business on the Optional Conversion Issue Date and the Shares issuable upon conversion shall be deemed to be issued as fully paid and non-assessable at such time. Within ten (10) Business Days after the Optional Conversion Issue Date, a certificate or other evidence of ownership for the required number of Shares shall be issued to the Purchaser. If less than all of the Principal Amount of this Note is the subject of the Optional Conversion Right, then within ten (10) Business Days after the Optional Conversion Issue Date, the Borrowers shall deliver to the Purchaser a replacement Note in the form hereof in the principal amount of the unconverted principal balance hereof and any unconverted portion of any accrued and unpaid Interest and fees, and this Note shall be cancelled. If the Optional Conversion Right is being exercised in respect of the entire Principal Amount of this Note (and, if applicable, all accrued and unpaid Interest and fees), this Note shall be cancelled.
Exercise of Optional Conversion Right. The Optional Conversion Right may be exercised by the Holder, in whole but not in part, at any time, and from time to time prior to the Maturity Date, by the surrender and presentment of this Note accompanied by a duly executed Notice of Exercise in the form attached hereto (the "Exercise Notice"), presented to the Company, at its principal office or at such other place as the Company may designate by notice in writing to the Holder.
Exercise of Optional Conversion Right. Subject to Section 4.7, the Optional Conversion Right may be exercised by the Purchaser by completing and signing a notice of conversion in a form reasonably acceptable to the Company and the Purchaser (the “Optional Conversion Notice”) and delivering the Optional Conversion Notice and this Note to the Borrowers. The Optional Conversion Notice shall provide that the Optional Conversion Right is being exercised, shall specify the amount being converted, and shall set out the date (the “Optional Conversion Issue Date”) on which Shares are to be issued upon the exercise of the Optional Conversion Right (such date to be no earlier than five (5) Business Days and no later than ten (10) Business Days after the day on 4 Insert last Business Day of the month in which the Note is issued.
Exercise of Optional Conversion Right. Except as otherwise provided herein, the right of the Holder to convert the unpaid principal amount of each of its Notes or any portion thereof held by such Holder (together with interest accrued on the principal amount of such Note or portion thereof to be Converted) for Conversion Stock pursuant to this Agreement shall be subject to the following conditions:
(a) The Holder may exercise its conversion right with respect to all of the aggregate principal amount of Notes (together with accrued but unpaid interest on such principal amount, if any) on or after the Closing Date but before the Maturity Date. Thereafter, for so long as the Notes remain outstanding, the optional conversion right will vest in installments on the dates and in the amounts set forth below (each, a “Vesting Date”) and become exercisable for the conversion of additional principal amounts of Notes (together with accrued but unpaid interest on such principal amount, if any), as follows: 3/31/03, 6/30/03, 9/30/03 and 12/31/03 $ 1,961,926,62 7/26/04 and 1/26/05 $ 7,497,258.70 * 7/26/05 and 1/26/06 $ 12,985,154.48 7/26/06 and 1/26/07 $ 20,114,927.08 * This amount shall be reduced by any amounts that may have vested following 12/31/03 and prior to the effectiveness of the First Amendment to Note Purchase Agreement, dated as of January , 2004, among the Obligors and the Investor.”
(b) Within five Business Days of each Vesting Date, the Company shall deliver to the Investor an Officers’ Certificate that confirms the Conversion Price for the applicable principal amount of Notes that vests on such Vesting Date.
(c) The foregoing installments shall accumulate and may be exercised, in whole or in part, at any time and from time to time, before 5:00 p.m. New York City time on the Maturity Date, at which time the optional right to convert the Notes for Conversion Stock will lapse.
Exercise of Optional Conversion Right. (a) Subject to the terms and conditions set forth in this Agreement, on the Effective Date, each of the Series B Holders shall exercise such Series B Holder’s right to effect an Optional Conversion pursuant to Section 11(b) of the Certificate of Designation with respect to all (and not less than all) of such Series B Holder’s Series B Shares, by the delivery of the required documents set forth in Section 11(d)(ii)(1) of the Certificate of Designation to the Transfer Agent on the Effective Date (the “Optional Conversion Exercise”).
(b) Subject to the terms and conditions set forth in this Agreement, on the Effective Date, immediately following the Optional Conversion Exercise, the Company shall issue the number of shares of Common Stock to each Series B Holder as set forth opposite each such Series B Holder’s name on Annex A hereto under the heading “Aggregate Number of Shares of Common Stock to be Issued Upon Optional Conversion,” free and clear of all liens, pledges, hypothecations, charges, security interests or encumbrances of any kind (such restrictions, collectively, the “Liens”), other than Liens arising under applicable securities laws (the “Optional Conversion Issuance”).
(c) The parties intend that the conversion of Series B Shares into Common Stock pursuant to this Section 1.1 shall be treated as a “reorganization” under Section 368(a)(1)(E) of the Internal Revenue Code of 1086, as amended (the “Code”) (and this Agreement is hereby adopted as a “plan of reorganization” within the meaning of Section 368 of the Code), and the parties shall not file tax returns or statements inconsistent with such treatment unless otherwise required by applicable law.