Voluntary Conversion of Principal and Interest Sample Clauses

Voluntary Conversion of Principal and Interest. Subject to the terms and conditions of this Section 3 and provided this Note remains outstanding, at any time and from time to time prior to the Maturity Date (as defined below), the Payee shall have the right, at the Payee’s option, to convert all or a portion of the Outstanding Balance (the “Conversion Option”) into such number of fully paid and non-assessable shares of the Company’s common stock (the “Conversion Shares”) as is determined in accordance with the following formula: (the Outstanding Balance as of the date of the exercise of the Conversion Option) / the lesser of (i) the price per share of the most recent Equity or Equity Linked Financing (as defined below), (ii) the price per share of any Equity or Equity Linked Financing the Company enters into (“Subsequent Financing”) or (iii) the per share price of a share of the Company’s common stock assuming a $30 million valuation of the Company on a Fully Diluted Basis (as defined below); provided, however, that in the event that the Payee elects to convert all or a portion of the Outstanding Balance pursuant to this Section 3 at any time after the Qualified Financing but prior to the satisfaction of the Equity Conditions as set forth in Section 1(a) hereof, such amount shall convert into the number of Conversion Shares determined in accordance with the Automatic Conversion Formula. If the Payee desires to exercise the Conversion Option, the Payee shall, by personal delivery or nationally-recognized overnight carrier, surrender the original pa-1249409
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Voluntary Conversion of Principal and Interest. The Payee shall have the right, prior to the Maturity Date but after the effective date of an increase in the Company’s authorized share capital, at the Payee’s sole option, to convert the Outstanding Balance (the “Conversion Option”) into such number of fully paid and non-assessable shares of the Company’s common stock (the “Conversion Shares”) as is determined in accordance with the following formula: the Outstanding Balance as of the date of the exercise of the Conversion Option divided by the Conversion Price. For the purpose of this Note, “Conversion Price” shall equal $0.35 per share. If the Payee desires to exercise the Conversion Option, the Payee shall, by personal delivery or nationally-recognized overnight carrier, surrender the original of this Note and give written notice to the Company (the “Conversion Notice”), which Conversion Notice shall (a) state the Payee’s election to exercise the Conversion Option, and (b) provide for a representation and warranty of the Payee to the Company that, as of the date of the Conversion Notice, the Payee has not assigned or otherwise transferred all or any portion of the Payee’s rights under this Note to any third parties. The Company shall, as soon as practicable thereafter, issue and deliver to the Payee the number of Conversion Shares to which the Payee shall be entitled upon exercise of the Conversion Option.
Sample 1
Voluntary Conversion of Principal and Interest. Provided that a strategic investment, i.e. an investment in the Company by an entity considered to be strategic by the Company’s board of Directors (“Strategic Investment”) is closed by the Company prior to the Maturity Date, all of the unpaid balance and interest will be convertible at the option of the Holder into common shares (“Shares”) of the company at the conversion rate of 75% of the Share price established for the strategic investment (the “Conversion Price”). In the event that a strategic investment is made by means of an instrument other than Shares (e.g. Preferred Stock or Convertible Preferred Stock (“Preferred”)) then the Holder will have the option to convert at the conversion rate of 70% of the Share Price that the Preferred is convertible into. If no Strategic Investment is closed by the Company by the Maturity Date, all of the unpaid principal and interest due hereunder, will be due and payable, and may, at the option of the holder be converted into Shares at a conversion price of $0.25.
Sample 1
Voluntary Conversion of Principal and Interest. Subject to the terms and conditions of this Section 3, and provided this Note remains outstanding, at any time and from time to time, the Holder shall have the right, at the Holder’s option, to convert all or a portion of the Outstanding Balance (the “Conversion Option”) into such number of fully paid and non-assessable shares of Common Stock as is determined in accordance with the following formula: the portion of the Outstanding Balance as of the date of the exercise of the Conversion Option being converted / $0.50 (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like). If the Holder elects to exercise the Conversion Option, the Holder shall, by personal delivery or nationally-recognized overnight carrier, surrender the original of this Note and give written notice to the Company (the “Conversion Notice”), which Conversion Notice shall (a) state the Holder’s election to exercise the Conversion Option, and (b) provide for a representation and warranty of the Holder to the Company that, as of the date of the Conversion Notice, the Holder has not assigned or otherwise transferred all or any portion of the Holder’s rights under this Note to any third parties. The Company shall, within three (3) business days thereafter, issue and deliver to the Holder the number of shares of Common Stock to which the Holder shall be entitled upon exercise of the Conversion Option.
Sample 1

Related to Voluntary Conversion of Principal and Interest

  • Repayment of Principal and Interest (a) The entire outstanding principal balance of the Loans shall be due and payable by no later than 5:00 p.m. (Eastern time) on the Business Day on which the Loan is due, together with all remaining accrued and unpaid interest thereon, unless an extension of no more than three additional days is authorized by the Lending Company.

  • Payments of Principal and Interest (a) Payments on Notes issued as Book-Entry Notes will be made by or on behalf of the Indenture Trustee to the Clearing Agency or its nominee. Any installment of interest or principal payable on any Definitive Notes that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Record Date for such Payment Date by either (i) check mailed to such Person's address as it appears in the Note Register on such Record Date, or (ii) by wire transfer of immediately available funds to the account of a Noteholder, if such Noteholder (A) is the registered holder of Definitive Notes having an initial principal amount of at least $1,000,000 and (B) has provided the Indenture Trustee with wiring instructions in writing by five Business Days prior to the related Record Date or has provided the Indenture Trustee with such instructions for any previous Payment Date, except for the final installment of principal payable with respect to such Note (or the Redemption Price for any Note called for redemption, if such redemption will result in payment of the then entire unpaid principal amount of such Note), which shall be payable as provided in subsection (b) below of this Section 2.08. A fee may be charged by the Indenture Trustee to a Noteholder of Definitive Notes for any payment made by wire transfer. Any installment of interest or principal not punctually paid or duly provided for shall be payable as soon as funds are available to the Indenture Trustee for payment thereof, or if Section 5.07 applies, pursuant to Section 5.07.

  • Payment of Principal and Interest The Company covenants and agrees that it will cause to be paid the principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.

  • Deemed Payment of Principal and Interest; Settlement of Accrued Interest Notwithstanding Conversion If a Holder converts a Note, then the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Note, and, except as provided in Section 5.02(D), the Company’s delivery of the Conversion Consideration due in respect of such conversion will be deemed to fully satisfy and discharge the Company’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, such Note to, but excluding the Conversion Date. As a result, except as provided in Section 5.02(D), any accrued and unpaid interest on a converted Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, subject to Section 5.02(D), if the Conversion Consideration for a Note consists of both cash and shares of Common Stock, then accrued and unpaid interest that is deemed to be paid therewith will be deemed to be paid first out of such cash.

  • Payment of Principal and Interest; Defaulted Interest (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.

  • Payments of Principal and Interest Prepayments Fees Section 3.01 Repayment of Loans 35 Section 3.02 Interest 35 Section 3.03 Alternate Rate of Interest 36 Section 3.04 Prepayments 37 Section 3.05 Fees 38 ARTICLE IV PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS

  • Payments of Principal If an Early Amortization Period has not begun, on the Expected Final Payment Date, or on each Payment Date for an Early Amortization Period, and if the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information in the Monthly Investor Report) will withdraw an amount up to the aggregate Note Balance of Series 20 - from the Series 20 - Principal Funding Account for payment in the following order of priority: (i) to the Noteholders of [the][each Class of] Class A Notes, [pro rata based on the principal amount of each Class of Class A Notes,] until the Note Balance of [the][each Class of] Class A Notes is reduced to zero, (ii) to the Noteholders of Class B Notes, until the Note Balance of the Class B Notes is reduced to zero, (iii) to the Noteholders of the Class C Notes, until the Note Balance of the Class C Notes is reduced to zero and (iv) to the Noteholders of the Class D Notes, until the Note Balance of the Class D Notes is reduced to zero.

  • Principal and Interest This Note will bear interest in the same manner as set forth in Section 3(a) above, and payments of principal and interest shall be made as set forth on the face hereof. Discount Notes may not bear any interest currently or may bear interest at a rate that is below market rates at the time of issuance. The difference between the Issue Price of a Discount Note and par is referred to as the “Discount”.

  • Calculation of Principal Amount of Notes The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, and Section 13.06 of this Indenture. Any calculation of the Applicable Premium made pursuant to this Section 2.13 shall be made by the Company and delivered to the Trustee pursuant to an Officers’ Certificate.

  • Prepayment of Principal Mandatory prepayments of principal, if any, of each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the applicable Series Supplement, if not otherwise described herein.

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