Holder Conversion. In the event of a conversion of any Series A1 Preference Shares pursuant to an Holder Conversion Notice, the Company shall issue to the holder of such Series A-1 Preference Shares a number of Conversion Shares equal to (i) the Series A-1 Face Value multiplied by (ii) the number of such Series A-1 Preference Shares subject to the Holder Conversion Notice divided by (iii) the applicable Conversion Price with respect to such Series A-1 Preference Shares.
Holder Conversion. In the event of a conversion of any Series G Preferred Stock pursuant to a Holder Conversion Notice, the Corporation shall issue to the Holder of such Series G Preferred Stock a number of Conversion Shares equal to (a) the Original Issue Price plus accrued and unpaid dividends thereon, multiplied by (b) the number of such Series G Preferred Stock subject to the Holder Conversion Notice divided by (c) the Conversion Price with respect to such Series G Preferred Stock.
Holder Conversion. In the event of a conversion of any Series A Preferred Stock pursuant to a Holder Conversion Notice, the Corporation will (a) satisfy the payment of Dividends and Conversion Premium as provided in Section I.C.2, and (b) issue to the Holder of such Series A Preferred Stock a number of Conversion Shares equal to (i) the Face Value multiplied by (ii) the number of such Series A Preferred Stock subject to the Holder Conversion Notice divided by (iii) the applicable Conversion Price with respect to such Series A Preferred Stock; all in accordance with the procedures set forth in Section I.G.1.
Holder Conversion. (a) Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof (a “Holder Conversion”), from time to time, after the date hereof, at the office of the Corporation or any Transfer Agent for the Series C Preferred Stock, into that number of fully-paid, nonassessable shares of Common Stock determined by multiplying (i) the total number of shares of Series C Preferred Stock then converted by (ii) the Conversion Ratio (such shares of Common Stock issuable upon a Conversion, the “Holder Conversion Shares”). In order to effectuate the Conversion under this Section 3.1, the Holder must provide the Corporation a written notice of conversion in the form of Exhibit A hereto (the “Notice of Conversion”). The Notice of Conversion must be dated no earlier than three Business Days from the date the Notice of Conversion is actually received by the Corporation.
Holder Conversion. In the event of a conversion of any portion of this Debenture pursuant to a Holder Conversion Notice, the Corporation will issue to the Holder a number of Conversion Shares equal to the Liquidation Value divided by the applicable Conversion Price with respect to such portion of the Debenture; all in accordance with the procedures set forth in Section I.G.1.
Holder Conversion. In the event of a conversion of any Series C Preferred Stock pursuant to a Holder Conversion Notice, the Corporation will (a) satisfy the payment of Dividends and Conversion Premium with respect to the shares of Series C Preferred Stock converted as provided in Section I.C.2, and (b) issue to the Holder of such Series C Preferred Stock a number of Conversion Shares equal to (i) the Face Value multiplied by (ii) the number of such Series C Preferred Stock subject to the Holder Conversion Notice divided by (iii) the applicable Conversion Price with respect to such Series C Preferred Stock; all in accordance with the procedures set forth in Section I.G.1.
Holder Conversion. In the event of a conversion of any Series J-1 Preferred Stock pursuant to a Holder Conversion Notice, the Corporation shall issue to the Holder of such Series J-1 Preferred Stock a number of Conversion Shares equal to (a) the Original Issue Price plus accrued and unpaid dividends thereon, multiplied by (b) the number of such Series J-1 Preferred Stock subject to the Holder Conversion Notice divided by (c) the Conversion Price with respect to such Series J-1 Preferred Stock.
Holder Conversion. (i) Each Holder shall have the right, at any time following [●], 2018 [insert the first anniversary of the Initial Issue Date] to convert each share of such Holder’s Series A Preferred Stock into (i) that number of whole shares of Common Stock equal to the quotient of (A) the Accreted Value divided by (B) the Conversion Price as of the applicable Conversion Date plus (ii) cash in lieu of fractional shares as set out in Section 9. The foregoing right of conversion may be exercised as to all or any portion of such Holder’s Series A Preferred Stock from time to time; provided that, in each case, no right of conversion may be exercised by a Holder in respect of fewer than 1,000 shares of Series A Preferred Stock (unless such conversion relates to all shares of Series A Preferred Stock held by such Holder).
(ii) Notwithstanding anything to the contrary in Section 7(a)(i), a Holder shall have the right to convert, prior to [●], 2018 [insert the first anniversary of the Initial Issue Date], (i) all or any portion of such Holder’s Series A Preferred Stock following the delivery by the Corporation of the notice contemplated by Section 4(b) and prior to the consummation of the applicable Change of Control and (ii) in connection with an Underwritten Offering that the Holder then has a right to participate in under the Registration Rights Agreement, such number of shares of Series A Preferred Stock that will, upon conversion, result in the issuance to the Holder of the maximum number of shares of Common Stock the Holder is permitted to include for sale in such Underwritten Offering.
(iii) In order to convert shares of Series A Preferred Stock into shares of Common Stock pursuant to this Section 7(a), the Holder must (i) deliver a notice of conversion to the Corporation in the form attached hereto as Exhibit B and (ii) surrender the certificates, if any, representing such shares of Series A Preferred Stock (or, if such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Corporation), accompanied by transfer instruments reasonably satisfactory to the Corporation (including instructions to the Transfer Agent in the case of uncertificated book-entry shares), at the principal office of the Corporation (or such other place mutually acceptable to the Holder and the Corporation), together with written notice that such Holder elects to convert all or such lesser number o...
Holder Conversion. The outstanding principal amount of each Note shall be convertible at any time, from time to time, at the option of the holder (“Holder Conversion”), into a number of Conversion Shares equal to (x) the outstanding principal amount of such Note plus accrued and unpaid interest divided by (y) the Conversion Price.”
(i) Section 2.18 of the Agreement is hereby amended and restated in its entirety as follows:
Holder Conversion. The Holder may elect at any time to convert the outstanding principal amount and accrued interest of this Note, without any further act of the Company or its shareholders, into Conversion Shares in lieu of repayment of all outstanding principal and accrued interest under this Note. Any such conversion shall be deemed to occur on the notice date and Company shall issue the Conversion Shares within three business days thereafter. The number of Conversion Shares issuable upon conversion under this paragraph shall be determined by dividing the principal amount of this Note the Note Holder desires to convert which shall be subtracted from the Principal hereunder through the Notice date by the (i) the average of the closing market price per share as traded in the public market for the two lowest out of the five consecutive trading days immediately preceding such notice, or (ii) if the Common Stock of the Company is not traded on a public market or exchange, then the lowest valuation per share price determined by a third party in a financing (or other equity transaction), acquisition or merger with the Company (the “Conversion Price”).
