Note Conversion. Each Noteholder, Merger Sub, and Parent shall take any and all necessary and appropriate actions to give effect to the Conversion in accordance with the terms, and subject to the conditions, set forth in this Agreement notwithstanding anything to the contrary in any Note or any note purchase agreement applicable to such Note. The Parties acknowledge and agree that, subject to the occurrence of the Merger and the issuance of the Shares in accordance with Section 1.1, and effective as of the Conversion Time:
(a) each Note shall be deemed amended to permit the Conversion of such Note as contemplated by this Agreement;
(b) each Noteholder waives rights to any notice required under such Noteholder’s Note, the Note Documents and any associated note purchase agreement;
(c) each Note and the rights, covenants, agreements and obligations of the Surviving Company and the applicable Noteholder thereunder or contemplated thereby will terminate and be of no further force and effect;
(d) all of the obligations and liabilities of the Surviving Company under or with respect to each Note will thereupon be fully and indefeasibly satisfied and completely discharged, released, extinguished and terminated;
(e) each Noteholder shall irrevocably relinquish any right or interest that such Noteholder may have had, may have or may acquire in the future with respect to such Noteholder’s Note, including, but not limited to, the right to (a) convert such Note into any equity of the Company and (b) require the Company to repurchase such Note in accordance with its terms;
(f) all other agreements, contracts, documents, amendments, and instruments entered into in connection with the Notes, including without limitation, the Securities Purchase Agreement, the Security Agreement, the other Security Documents and the Guaranty Agreement (but excluding the Warrants) (collectively, the “Note Documents”) shall be deemed paid and satisfied in full and no liabilities, obligations or claims under any Note Documents shall remain outstanding (including, without limitation, any such liabilities, obligations or claims arising from breach of any of the terms of any Note Documents);
(g) all of the Note Documents shall be terminated and have no further force or effect;
(h) all of the Collateral Agent’s Liens under the Security Documents shall automatically terminate and be irrevocably released and be of no further force or effect;
(i) the Note Parties, Parent and their counsel, representatives or designee...
Note Conversion. All principal and accrued but unpaid interest on the Purchaser's 7% Convertible Subordinated Notes due 2005 (the "Notes") shall have converted into Shares of Common Stock of the Purchaser at a conversion price of at least $.20 per share of Common Stock ("Note Conversion Price").
Note Conversion. The Notes shall have converted into Common Stock of the Purchaser at the Note Conversion Price.
Note Conversion. Xxxx Xxxx (or his assigns) shall have the right to convert $250,000 of retained Note debt that he holds, into 16,000,000 free trading shares of the Company, once the Company is current in its filing obligations with the SEC. Provided that the Company is current in its SEC filing obligations, counsel for Monkey will provide an opinion letter as to the tradability of the shares, subject to the requirements of Rule 144.
Note Conversion. The Investor may, at its option, purchase shares of the Company’s Common Stock by converting amounts outstanding under the Initial Note or, if applicable, the Additional Notes at the applicable Conversion Price as provided therein (in each case, a “Note Conversion Closing”). At each Note Conversion Closing, the Company shall issue certificates representing any shares purchased under this Section 2.3 in a form acceptable to such Investor and such Investor’s counsel, and such Investor shall pay the Conversion Price of $2.00 per share (subject to adjustment as provided therein) for such shares by surrendering the applicable Note(s) to the Company.
Note Conversion. The Note is hereby amended by adding the following new Section 11:
Note Conversion. The Sponsor shall have converted all the outstanding Promissory Notes in accordance with the terms and conditions thereof, and delivered evidence, reasonably acceptable to the Company, of the aggregate outstanding and converted amount of the Promissory Notes and consummation of the Note Conversion.
Note Conversion. Certain of the Investors (the “Noteholders”) as set forth on Exhibit A, have made loans to the Company pursuant to those certain 8% Unsecured Convertible Promissory Notes issued by the Company in the aggregate principal amount of $2,000,000 dated March 20, 2009 (collectively, the “Bridge Notes”), the principal and interest outstanding under which automatically convert (the “Note Conversion”) into shares of Series B Stock at a price per share equal to $1.376. In conjunction with the transactions set forth in Section 1.2 and pursuant to the Note Conversion, the Company will issue an aggregate of 1,461,993 shares of Series B Stock upon the conversion of all Bridge Notes (consisting of $2,000,000 principal amount plus accrued interest) pursuant to the terms of this Agreement and the Bridge Notes. Each Noteholder acknowledges and agrees that the issuance by the Company of the number of shares of Series B Stock set forth opposite such Noteholder’s name on Exhibit A constitutes payment in full of all principal, accrued interest and any other amounts due under the Convertible Notes held by such Noteholder. At the Closing, the Bridge Notes will be terminated in their entirety and shall be of no further force and effect, and the Noteholders agree to surrender the Bridge Notes to the Company for cancellation.
Note Conversion. (a) The 2023 Convertible Notes shall be convertible, at the option of the holder thereof, from the date of issuance of the 2023 Convertible Notes until the date that is 10 days prior to the 2023 Convertible Notes Maturity Date (the “Conversion Period”) into common shares of the Issuer (the “Note Shares”) at a conversion price per Note Share equal to C$3.79 payable on the Business Day prior to the date of conversion (the “Conversion Price”), adjusted downwards for any cash dividends paid to holders of Common Shares, all subject to the terms and conditions and in the manner set forth herein.
(b) For the purposes of this Section 3.1, a 2023 Convertible Note surrendered for conversion shall be deemed to be surrendered on the earlier of the date received by the Trustee or the 2023 Convertible Notes Maturity Date, provided that the register of the Trustee is open and received all necessary documentation in respect of the conversion; provided that if a 2023 Convertible Note is surrendered for conversion on a day on which the register of Common Shares is closed, the person or persons entitled to receive Common Shares shall become the holder or holders of record of such Common Shares as at the date on which such registers are next reopened.
(c) For the purposes of determining the number of Note Shares issuable upon conversion, the principal amount of a 2023 Convertible Note surrendered for conversion shall be deemed converted from United States dollars into Canadian dollars at the end of day exchange rate published by the Bank of Canada on the date immediately preceding the date on which the Trustee receives, or is deemed in receipt of, the 2023 Convertible Note surrendered for conversion.
(d) Upon the delisting or suspension of trading of the Common Shares from both of the Aequitas Neo Exchange and the Canadian Securities Exchange for a period exceeding 30 consecutive trading days (provided that the Common Shares are not subsequently listed on another nationally recognized exchange), the Issuer is required to make an offer, at the option of each holder, to purchase all of the 2023 Convertible Notes in cash in an amount equal to the then applicable Redemption Price.
(e) A beneficial Holder of uncertificated 2023 Convertible Notes evidenced by a security entitlement in respect of 2023 Convertible Notes in the book entry registration system who desires to convert his or her Notes must do so by causing a participant in the Depository’s book entry registration system f...
Note Conversion. All principal and accrued but unpaid interest on the Purchaser's 7% Convertible Subordinated Notes due 2005 (the "Notes") shall have converted into shares of Series B Convertible Preferred Stock of the Purchaser. Each share of Series B Convertible Preferred Stock is convertible into a number of shares of P-Com Common Stock equal to the stated value of the Series B Convertible Preferred Stock divided by at least $0.20 ("Note Conversion Price")."
