Applicable Conversion Shares definition

Applicable Conversion Shares means, with respect to Series A Preferred Shares, the then Ordinary Shares issuable upon conversion of Series A Preferred Shares; with respect to Series B Preferred Shares, the then Ordinary Shares issuable upon conversion of Series B Preferred Shares.
Sample 1Sample 2Sample 3
Applicable Conversion Shares means for purposes of conversion of the Notes as of a particular conversion date pursuant to Section 11.01, that number of shares of Common Stock equal to the percentage of shares of Common Stock then outstanding on a fully diluted basis after giving effect to such conversion, determined in accordance with clauses (a) and (b) below:
Sample 1

Examples of Applicable Conversion Shares in a sentence

  • In the absence of such injunction, the Company shall issue the Applicable Conversion Shares or, if applicable, cash, upon a properly noticed conversion.

  • Nothing herein shall limit the Lender’s right to pursue actual damages or declare an Event of Default pursuant to Section 5 hereof for the Company’s failure to deliver Applicable Conversion Shares within the period specified herein and the Lender shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

  • Nothing herein shall limit the Lender’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Applicable Conversion Shares upon conversion of this Promissory Note as required pursuant to the terms hereof.

  • Upon issuance of the Applicable Conversion Shares in the event of the conversion of the entire Amount Due and Payable pursuant to Section 2.1 herein, the Lender shall confirm to the Company in writing (e-mail being sufficient) that the Promissory Note has been paid in full and upon such confirmation the Company shall forthwith issue and deliver to the Lender book-entry statements evidencing the Applicable Conversion Shares.

  • Upon the conversion or payment of all of the Amount Due and Payable under this Promissory Note and the issuance of Applicable Conversion Shares in respect of any conversion, this Promissory Note shall terminate and the Company shall be released and discharged by the Lender from all of the Company’s obligations and agreements hereunder.

  • As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times a sufficient number of Common Shares for the purpose of enabling the Company to issue Common Shares pursuant to Section 2.1 of this Promissory Note, and shall earmark such reserved shares to each Holder based on such Holder’s pro rata allocation of Applicable Conversion Shares.

  • Not later than two (2) Business Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Lender (A) the Applicable Conversion Shares representing the number of Applicable Conversion Shares being acquired upon the conversion of a portion or all of this Promissory Note and (B) a bank check in the amount of accrued and unpaid interest or it may deliver such sum by wire transfer.

  • No fractional share shall be issued in connection with the issuance of the Applicable Conversion Shares.

  • The number of Applicable Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding Amount Due and Payable, to be converted by (y) the Conversion Price.

  • The Company covenants that all Common Shares that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if a registration statement covering the resale of the Applicable Conversion Shares is then effective under the 1933 Act, shall be registered for public resale in accordance with such registration statement.

Related to Applicable Conversion Shares

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Applicable Conversion Price means the Conversion Price in effect at any given time.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Applicable Conversion Rate means the Conversion Rate in effect at any given time.

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Variable Conversion Price means the lesser of (i) the Conversion Price or (ii) 25% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). “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 Market, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCQB 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 OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded, provided, however, that at no time, notwithstanding the occurrence of an Event of Default, may the Conversion Price be less than par value of Common Stock.

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Interest Shares means the shares of Common Stock and the related Preferred Share Purchase Rights issuable in payment of interest on the Note.

  • Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).

  • Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Company Convertible Securities means, collectively, any options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

  • Note Shares means the shares of Common Stock issuable upon conversion of the Notes.