Reduction in Conversion Price Sample Clauses
A Reduction in Conversion Price clause establishes the conditions under which the price at which convertible securities can be converted into equity is lowered. Typically, this clause is triggered if the company issues new shares at a price below the original conversion price, thereby adjusting the conversion terms to protect existing convertible security holders from dilution. Its core function is to safeguard investors by ensuring their conversion rights remain fair and valuable even if the company raises capital at a lower valuation in the future.
Reduction in Conversion Price. Effective as to the undersigned Noteholders, the definition of “Conversion Price”, contained in Section 1 of the Notes, shall be revised to state as follows:
Reduction in Conversion Price. Section 2 of the Debenture is hereby amended and restated to read in its entirety as set forth below:
Reduction in Conversion Price. Effective as of the date of the Transaction Support Agreement, pursuant to Section 5(p) of the Notes, the Corporation hereby irrevocably reduces the Conversion Price of each Note to $1.30 (the “Reduction”). Notwithstanding the Reduction, such Conversion Price shall continue to be subject to adjustment as provided in the Notes. The Investors hereby waive the 15-day prior written notice of the Reduction contained in said Section 5(p). The Reduction shall be permanent unless and until the Transaction Agreement is terminated in accordance with its terms (other than as a result of (i) a breach of the terms thereof by the Corporation or (ii) the receipt by the Corporation of a “Superior Proposal” (as defined in the Transaction Agreement)).
Reduction in Conversion Price. The conversion price of all the Loans to be Converted shall be reduced to $0.25, except in such cases where the conversion price of a Loan to be Converted is already $0.25, in which case, the conversion price shall remain the same.
Reduction in Conversion Price. Effective immediately and forevermore, the Conversion Price of the Debentures is hereby reduced to equal $0.40, subject to further adjustment therein. Such adjustment is automatic upon the execution of this Agreement by the Company and promptly upon request by a Holder and surrender of the Debenture certificate to the Company, the Company shall deliver to the Holder a replacement Debenture certificate evidencing such reduced Conversion Price.
Reduction in Conversion Price. The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective by the SEC within ninety (90) days after the Closing Date or if, after the Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to the Registration Statement, or (ii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, then the adjustments described in this Section 2(c) shall be effected as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The then Applicable Percentage (as defined in the Certificate of Designation) shall be automatically decreased forever, notwithstanding any termination of this Agreement, for all shares of Preferred Stock then outstanding by the aggregate percentage obtained by multiplying the Percentage Reduction (as defined below) by the sum of: (i) the number of months (prorated for partial months) after the end of such 90-day period and prior to the earlier of (a) the date the Registration Statement is declared effective by the SEC or (b) the Registration Period expires, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any day...