Waiver of Conversion Rate Adjustment Sample Clauses

Waiver of Conversion Rate Adjustment. The September 2012 Note, as amended, gives BOCO the right to convert all amounts payable thereunder into the Company’s common stock at an amount equal to the lesser of: a) Three Dollars ($3.00) per share; or, b) “an amount equal to the lowest price at which common shares in the Company are issued in any round of financing commencing after the date of [the September 2012 Note] and prior to conversion” (the “Ratcheting Conversion”). In the event that any transaction occurring within fifteen (15) business days after Closing (a “Triggering Transaction”) is deemed to result in the issuance of the Company’s common stock at a price less than twelve cents ($0.12) per share, BOCO agrees that the Ratcheting Conversion shall not apply to the Triggering Transaction to the extent it requires a conversion price lower than twelve cents ($0.12) per share. In the event that any person (including the Company, or any shareholder on the Company’s behalf) shall take the position that this Paragraph 5 qualifies as a material amendment of the September 2012 Note, or otherwise is sufficient to cause BOCO to incur liability under the Securities Act of 1933 (as amended), any securities law, “blue sky” law, or other similar law of any state of the United States or of any other jurisdiction, the Securities Exchange Act of 1934 (including Section 16(b) thereof, codified at 15 U.S.C. 78p) or common law, this Paragraph 5 shall be deleted from this Agreement and made void ab initio, such that it is clear that this Agreement does not modify the September 2012 Note in any way.
Sample 1
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Waiver of Conversion Rate Adjustment. Subject to the termination of this document pursuant to Section 4 hereof, Bounty hereby waives for itself and for all subsequent transferees of the Notes any and all adjustments to the Conversion Rate that may be required pursuant to Section 6 of the Notes Purchase Agreement and paragraph (xiv) of the Notes solely as a result of the issuance by Parent of the Equity Consideration to the Company Stockholder as consideration for the Merger (the “Waiver”).
Sample 1

Related to Waiver of Conversion Rate Adjustment

  • Notice of Conversion Rate Adjustments Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

  • Notice of Adjustments of Conversion Rate Whenever the Conversion Rate is adjusted as herein provided:

  • Adjustment of Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

  • Notice of Adjustments of Conversion Price Whenever the conversion price is adjusted as herein provided:

  • No Adjustment of Conversion Price No adjustment in the Conversion Price of a particular series of Preferred Stock shall be made in respect of the issuance of Additional Shares of Common unless the consideration per share (as determined pursuant to Section 4(d)(vii)) for an Additional Share of Common issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to such issue, for such series of Preferred Stock.

  • Adjustment of Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Calculation of Conversion Price The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

  • Adjustments to Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company as follows:

  • Conversion Rate The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).

  • Adjustments to Conversion Ratios The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.

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