Assumed Conversion Amount definition

Assumed Conversion Amount means the total amount of proceeds that would be payable to the Holder on a Liquidation if immediately prior to such Liquidation the entire principal outstanding and accrued interest under this Debenture was converted into a number of shares of Common Stock at the then current Conversion Price (assuming for these purposes that the number of authorized shares of Common Stock has been is sufficient for the full conversion of the Debenture and without taking into effect any limitations on conversions set forth in the Debenture).
Sample 1Sample 2Sample 3
Assumed Conversion Amount means the total amount of proceeds that would be payable to the holder of a share of Series A-2 Preferred Stock on a Liquidation if immediately prior to such Liquidation each outstanding share of Series A-2 Preferred Stock were converted into a number of shares of Common Stock at the then current Series A-2 Conversion Rate (assuming for these purposes that the number of authorized shares of Common Stock has been increased to an amount sufficient for the conversion of the Series A-2 Preferred Stock).
Sample 1Sample 2
Assumed Conversion Amount means an amount equal to the VWAP Price on the date of the redemption or repayment in breach of this Section 2.10(a) multiplied by the number of shares into which the Notes would have been convertible on such date, without giving effect to any limitations on conversion set forth in Section 2(f), and (ii) “MOIC Prepayment Amount” means an amount equal to (A) the initial principal amount of the Notes prepaid, plus (B) all accrued and unpaid interest thereon, plus (C) the MOIC Premium. The Applicable Premium shall be liquidated damages sustained by the Purchaser as the result of the early repayment or redemption and the Borrower agrees that it is reasonable under the circumstances currently existing. For the avoidance of doubt, any redemption or prepayment on the Notes pursuant to a Major Transaction will instead be governed by Section 5.3 and this Section 2.10(a) will not apply to any such redemption or prepayment.
Sample 1

Examples of Assumed Conversion Amount in a sentence

  • Upon any Liquidation (as defined below) the Holder shall be entitled to receive an amount equal to the greater of (i) the amount required to be paid under this Debenture (including all principal, interest, and any redemption amounts) or (ii) the Assumed Conversion Amount.


More Definitions of Assumed Conversion Amount

Assumed Conversion Amount means the total amount of proceeds that would be payable to the holder of a share of Series C Preferred Stock on a Liquidation if immediately prior to such Liquidation each outstanding share of Series C Preferred Stock were deemed to be converted into a number of shares of Common Stock at the applicable Series C Conversion Rate determined pursuant to Section 4 below.
Sample 1
Assumed Conversion Amount means the total amount of proceeds that would be payable to the holder of a share of Series C Preferred Stock on a Liquidation if immediately prior to such Liquidation each outstanding share of Series C Preferred Stock were deemed to be converted into a number of shares of Common Stock at the applicable Series C Conversion Rate determined pursuant to Section 4 below.3.2 Pro Rata Distribution. If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Series C Liquidation Value in full to all holders of Series C Preferred Stock, then the entire net assets of the Corporation shall be distributed among the holders of the Series C Preferred Stock and any Pari Passu Stock, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Company’s Board of Directors), or both, at the election of the Company’s Board of Directors.2
Sample 1
Assumed Conversion Amount means an amount equal to the VWAP Price on the date of the redemption or repayment in breach of this Section 2.10(a) multiplied by the number of shares into which the Notes would have been convertible on such date, without giving
Sample 1

Related to Assumed Conversion Amount

  • 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.

  • Conversion Amount means the sum of the Stated Value at issue.

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

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

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

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Final Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency determined by the Calculation Agent equal to the Notional Amount multiplied by:

  • Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).

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

  • 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.

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

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Adjusted Conversion Price means the lesser of the Fixed Conversion Price or the Floating Conversion Price one day prior to the record date set for the determination of stockholders entitled to receive dividends, distributions, rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).

  • 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:

  • 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 A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

  • Forced Conversion Date shall have the meaning set forth in Section 6(d).

  • Automatic Early Redemption Amount means the Automatic Early Redemption Amount specified in the relevant Final Terms.

  • Mandatory Conversion Notice shall have the meaning ascribed to it in Section 4.01(b)(ii) hereof.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Forced Conversion Notice Date shall have the meaning set forth in Section 6(d).

  • Transaction Notional Amount means (A) in respect of any Transaction that is a cross currency hedge, the Base Currency Equivalent of the Currency Amount applicable to Party A’s payment obligations and (B) in respect of any other Transaction, the Base Currency Equivalent of the Notional Amount.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • Forced Conversion Notice shall have the meaning set forth in Section 6(d).