Common use of Required Conversion Clause in Contracts

Required Conversion. In the event that the volume weighted average price (as determined by the AQR function on the Bloomberg terminal) of JMAR's Common Stock for all trades during any 11 consecutive trading day period on the Principal Market is greater than 118% of the Conversion Price, then JMAR may, at its sole option, provide the Holder irrevocable written notice ("CALL NOTICE") requiring the conversion at the Conversion Price of all or a portion of the Note held by the Holder as of the date set forth in such Call Notice (the "CALL DATE"), which such date shall be at least 11 trading days following the date of the Call Notice, provided a registration statement covering resales of that number of shares of Common Stock then issuable upon conversion of this Note pursuant to such Call Notice has been declared effective and is available for use. The amount of Common Stock to be issued in connection with any such conversion pursuant to a particular Call Notice pursuant to this Section 3.3 shall not exceed 25% of the aggregate dollar trading volume of the Common Stock for the 11 trading days immediately preceding the Call Date. If the volume weighted average price (as determined by the AQR function on the Bloomberg terminal) of the Common Stock for all trades during any 11 consecutive trading day period preceding the Call Date falls below 118% of the Conversion Price during the 11 trading day period preceding the Call Date, then the Holder will no longer be required to convert the Note pursuant to such Call Notice. JMAR shall not be permitted to give the Investor more than one notice during any 22-day period.

Appears in 1 contract

Samples: Convertible Note (Jmar Technologies Inc)

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Required Conversion. In the event that the volume weighted average price (as determined by the AQR function on the Bloomberg terminal) of JMAR's Common Stock for all trades during any 11 consecutive trading day period on the Principal Market is at a price greater than 118115% of the Fixed Conversion PricePrice for a period of at least eleven (11) consecutive trading days, then JMAR the Borrower may, at its sole option, provide the Holder irrevocable written notice ("CALL NOTICE"“Call Notice”) requiring the conversion at the Fixed Conversion Price of all or a portion of the Note held by the Holder (subject to the limitation provided for in Section 3.3) as of the date set forth in such Call Notice (the "CALL DATE"“Call Date”), which such date . The Call Date shall be at least 11 eleven (11) trading days following the date of the Call Notice, provided a registration statement covering resales of that number of shares of Common Stock then issuable upon conversion of this Note pursuant to such Conversion Shares provided for in the Call Notice has been declared effective and is available for use. The amount number of Common Stock Conversion Shares to be issued in connection with any such conversion pursuant to a particular Call Notice pursuant to this Section 3.3 3.9 shall not exceed 25% of the aggregate dollar trading volume of the Common Stock for the 11 eleven (11) trading days immediately preceding the Call Date. If the volume weighted average price (as determined by the AQR function on the Bloomberg terminal) of the Common Stock for all trades during any 11 consecutive trading day period preceding the Call Date falls below 118115% of the Conversion Price during the 11 eleven (11) trading day period preceding the Call Date, then the Holder will no longer be required to convert the Note pursuant to such Call Notice. JMAR shall not be permitted to give the Investor more than one notice during any 22-day period.

Appears in 1 contract

Samples: Secured Convertible Note (Artemis International Solutions Corp)

Required Conversion. In the event that the volume weighted average price (as determined by the AQR function on the Bloomberg terminal) of JMAR's Common Stock for all trades during any 11 consecutive trading day period on the Principal Market is at a price greater than 118% of the Fixed Conversion PricePrice for a period of at least five (5) consecutive trading days, then JMAR the Borrower may, at its sole option, provide the Holder irrevocable written notice ("CALL NOTICE") requiring the conversion at the Fixed Conversion Price of all or a portion of the Note held by the Holder (subject to the limitation provided for in Section 3.3) as of the date set forth in such Call Notice (the "CALL DATE"), which such date . The Call Date shall be at least 11 eleven (11) trading days following the date of the Call Notice, provided a registration statement covering resales of that number of shares of Common Stock then issuable upon conversion of this Note pursuant to such Conversion Shares provided for in the Call Notice has been declared effective and is available for use. The amount number of Common Stock Conversion Shares to be issued in connection with any such conversion pursuant to a particular Call Notice pursuant to this Section 3.3 3.9 shall not exceed 25% of the aggregate dollar trading volume of the Common Stock for the 11 eleven (11) trading days immediately preceding the Call Date. If the volume weighted average price (as determined by the AQR function on the Bloomberg terminal) of the Common Stock for all trades during any 11 consecutive trading day period preceding the Call Date falls below 118% of the Conversion Price during the 11 eleven (11) trading day period preceding the Call Date, then the Holder will no longer be required to convert the Note pursuant to such Call Notice. JMAR The Company shall not be permitted to give the Investor more than one notice during any twenty-two (22-) day period.

Appears in 1 contract

Samples: Secured Convertible Note (Spacedev Inc)

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Required Conversion. In the event that the volume weighted average price (as determined by the AQR function on the Bloomberg terminal) of JMAR's Common Stock for all trades during any 11 consecutive trading day period on the Principal Market is at a price greater than 118110% of the Fixed Conversion PricePrice for a period of at least five (5) consecutive trading days, then JMAR the Borrower may, at its sole option, provide the Holder irrevocable written notice ("CALL NOTICE") requiring the conversion at the Fixed Conversion Price of all or a portion of the Note held by the Holder (subject to the limitation provided for in Section 3.3) as of the date set forth in such Call Notice (the "CALL DATE"), which such date . The Call Date shall be at least 11 eleven (11) trading days following the date of the Call Notice, provided a registration statement covering resales of that number of shares of Common Stock then issuable upon conversion of this Note pursuant to such Conversion Shares provided for in the Call Notice has been declared effective and is available for use. The amount number of Common Stock Conversion Shares to be issued in connection with any such conversion pursuant to a particular Call Notice pursuant to this Section 3.3 3.9 shall not exceed 25% of the aggregate dollar trading volume of the Common Stock for the 11 eleven (11) trading days immediately preceding the Call Date. If the volume weighted average price (as determined by the AQR function on the Bloomberg terminal) of the Common Stock for all trades during any 11 consecutive trading day period preceding the Call Date falls below 118110% of the Conversion Price during the 11 eleven (11) trading day period preceding the Call Date, then the Holder will no longer be required to convert only such amount of the Note pursuant to such Call NoticeNotice as will equal twenty five percent (25%) of the aggregate dollar trading volume for each day during such 11 day period that the closing price of the Common Stock was greater than one hundred ten percent (110%) of the then applicable Fixed Conversion Price. JMAR The Company shall not be permitted to give the Investor more than one notice during any twenty-two (22-) day period.

Appears in 1 contract

Samples: Secured Convertible Note (Netguru Inc)

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