Mechanism of Conversion Sample Clauses

Mechanism of Conversion. (a) Conversion shall be effected by multiplying the Conversion Rate for the Convertible Preferred Shares being converted by the number of such shares and issuing in exchange therefor a number of Conversion Shares equal to the product of such multiplication. In order to exercise its conversion right, the holder of the Convertible Preferred Shares to be converted shall surrender the certificate representing such shares to the Company, with a notice of election to convert (in the case of optional conversion pursuant to Section 4.1(a)), duly completed and signed, at the principal office of the Company. Unless the Conversion Shares issuable upon conversion are to be issued in the same name as the name in which the Convertible Preferred Shares are registered, each share certificate surrendered for conversion shall be accompanied by stock power or instruments of transfer duly executed by the holder or his duly authorized attorney. (b) As promptly as practicable after the surrender by a holder of the certificates for the Convertible Preferred Shares (together with a duly completed and signed notice of election to convert in the case of optional conversion pursuant to Section 4.1(a)) and in any event within ten (10) Business Days after such surrender, the Company shall issue and deliver to the Person for whose account such certificate was surrendered, or to its nominee or nominees, a certificate or certificates for the number of Conversion Shares or other securities issuable upon the conversion of those shares and any fractional interest in respect of Conversion Shares or other securities arising upon the conversion shall be settled as provided below. (c) Conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the holder delivers the certificates for the Convertible Preferred Shares and the notice of election to convert to the Company, and the Person or Persons in whose name or names any Conversion Shares or other securities issuable upon such conversion shall be deemed to have become the holder or holders of record of such Conversion Shares or other securities at such time on such date and such conversion shall be at the Conversion Price in effect at such time, unless the stock ledger of Company shall be closed on such date, in which event such Person or Persons shall be deemed to have become such holder or holders of record at the close of business on the next succeeding day on which such stock ledger is op...
Sample 1
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Mechanism of Conversion. Before an Investor shall be entitled to convert its Debenture into Underlying Shares it shall give a written notice to Paradigm at its registered office, of the election to convert the same. Paradigm shall, as soon as practicable thereafter, issue and deliver to the Investor, or to its nominee or nominees, (i) a certificate or certificates for the number of Underlying Shares to which the Investor shall be entitled as aforesaid, and (ii) a new Debenture for the balance of the unconverted principal amount of the Loan. Such conversion shall be deemed to have been made immediately prior to the close of business on the date on which the Debenture was to be converted, and the Investor shall be treated for all purposes as the record holder of such shares as of such date.
Sample 1
Mechanism of Conversion a. If, after the six (6) month anniversary of the Issue Date and up to the Maturity Date of the Note, the Company elects to repay the Note, it must do so at a premium of one hundred and twenty five percent (125%) of the face amount of the Note, together with all unpaid and accrued interest to the date of repayment. Under the election of the repayment of the Note, there shall be no conversion of any shares underlying the Note. Notice shall be delivered to the Holder not later than five (5) business days prior to the actual repayment of the Note (the “Note Repayment Notice”). b. If, after the six (6) month anniversary of the Issue Date and up to the Maturity date of the Note, the Company elects to involuntarily exercise conversion of this Note to the Holder, the Company must provide written notice to the Holder along with an executed copy of the Company’s Notice of Conversion (the “Involuntary Conversion Date”), specifying that the Note shall be converted into shares of the Company’s Common Stock based upon the Note Conversion Price in Paragraph 2(A.)(iii.) below (the “Involuntary Conversion”). The Company shall effect conversions by delivering to the Holder the form of Notice of Conversion attached hereto as Exhibit B (the “Company’s Notice of Conversion”), specifying therein the Principal Amount and interest of this Note to be converted and the date on which such conversion is to be effected (a “Involuntary Conversion Date”).
Sample 1
Mechanism of Conversion. Before an Investor shall be entitled to convert any part of its Debenture into Underlying Shares it shall give an irrevocable written notice to Camtek at its registered office, of the election to convert the same, together with the presentment of the Debenture. Camtek shall, as soon as practicable thereafter but in any event by no later than ten (10) Business Days commencing on the date it received the notice of conversion and the Debenture pursuant to the provisions herein, issue and deliver to such Investor, in exchange for the Debenture in the Investor’s possession (i) a certificate or certificates for the number of Underlying Shares to which the Investor shall be entitled as aforesaid, and (ii) a new Debenture for the balance of the unconverted principal amount of the Loan. Subject to applicable laws, such conversion shall be deemed to have been made, in the relations between the converting Investor and Camtek, one Business Day following the date on which the Debenture was to be converted, and the Investor shall be treated for all purposes as the record holder of such shares as of such date.
Sample 1
Mechanism of Conversion i. If the Company proposes to consummate the Qualified Offering prior to the Maturity Date, the Company will deliver to the Holder a notice (the “Offering Notice”), stating the price and other terms and conditions thereof not later than five (5) Business Days prior to the closing date of the Qualified Offering. ii. Upon the closing of the Qualified Offering, or on such earlier date as may be agreed to by the Holder, the outstanding principal amount of, and all accrued but unpaid interest on, this Debenture will automatically be converted into Private Placement Securities on a dollar-for-dollar basis (the “Automatic Conversion”). For the avoidance of doubt and for purpose of example, if the Qualified Offering consists of common stock issued to investors at $1.00 per share, then, at the closing of the Qualified Offering or (on such earlier date as may be agreed to by the Holder), this Debenture shall automatically be converted into such number of shares of the Company’s Common Stock as is equal to the quotient obtained by dividing the outstanding principal amount of this Debenture, and all accrued but unpaid interest thereon, by $1.00, all on the same terms and conditions and in the same form as provided in the offering documentation governing the Qualified Offering.
Sample 1
Mechanism of Conversion 
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Related to Mechanism of Conversion

  • Manner of Conversion The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof, automatically shall be converted into and deemed to represent the right to receive (1) the aggregate number of shares of TCI Stock set forth on Annex I hereto and (2) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.

  • Mechanics of Conversion (1) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

  • Form of Conversion Notice To Citizens Utility Company: The undersigned Holder of this Debenture hereby irrevocably exercises the option to convert this Debenture (or a portion thereof, which is $50.00 or an integral multiple thereof, designated below), into shares of Common Stock Series A of the Company or other securities or other property or cash in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares, other securities, other property or cash issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to the undersigned unless a different name has been indicated below. If shares are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Dated: ------------------------------ Signature (for exchange only) ------------------------------ (Name) ------------------------------ (Address) ------------------------------ Please print name and address (including zip code or similar number) Fill in for registration of shares Principal Amount of Debentures or other securities and/or Debentures to be converted in an integral if to be issued otherwise than to the multiple of $50.00, if less Holder: than all: ------------------------------------- (Name) $ _____________________________ ------------------------------------- (Address) ------------------------------------- Please print name and address (including zip code or similar number) Statement of Common Definitions Exhibit B

  • Method of Conversion This Note may be converted by the Holder in whole or in part as described in Section 2.1(a) hereof and the Subscription Agreement. Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.

  • Exchange in Lieu of Conversion (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

  • Date of Conversion Conversion Price: ---------------------------------------------------------------

  • NOTICE OF CONVERSION (To be executed by the Registered Holder in order to convert the Note)

  • Effect of Conversion All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Subsection 5.2 and to receive payment of any dividends declared but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

  • Mandatory Conversion Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

  • Notice of Conversion/Continuation a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in form satisfactory to Agent.

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