Conversion Interests definition

Conversion Interests means with respect to a conversion pursuant to Section 2, units of the Company’s preferred interests issued in the Qualified Equity Financing.
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Conversion Interests has the meaning set forth in the Recitals. “Convertible Note” has the meaning set forth in the Recitals. “Debt” of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, notes, or other similar instruments issued by such Person, (iii) all obligations of such Person as lessee which (y) are capitalized in accordance with GAAP or (z) arise pursuant to sale-leaseback transactions, (iv) all reimbursement obligations of such Person in respect of letters of credit or other similar instruments, (v) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person and (vi) all Debt of others guaranteed by such Person. “Default” means any event or condition which constitutes an Event of Default or which the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default. “Default Notice” shall mean any written notice from a Senior Lender of the Company to MGM of a Senior Payment Default sent pursuant to and in accordance with Section 12.03(a) hereof. “Default Rate” means the rate of eight percent (8%). “Distributable Cash” means, at the time of determination for any period (on the cash receipts and disbursements method of accounting), all Company cash derived from the conduct of the Company’s business, including distributions from entities owned by the Company, cash from operations or investments, cash from financing and other loan proceeds, and cash from the sale or other disposition of Company property, other than reserves for working capital as reasonably determined by the Company’s manager. 3
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Conversion Interests means Interests of the Company’s Preferred Interests issued in the Qualified Equity Financing.
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Examples of Conversion Interests in a sentence

  • The Company represents that upon issuance, the Conversion Interests will be duly and validly issued, fully paid and non-assessable.

  • Upon receipt of all Governmental Approvals and the fulfillment of the conditions set forth in Section 5.03 above, MGM shall be deemed to be holder of record of the Conversion Interests, and, unless the Company defaults on its obligations hereunder, all rights with respect to this Convertible Note being so converted shall forthwith terminate.

  • If this Agreement terminates pursuant to Section 2.02 as a result of the material default of INSYS at any time after INSYS has exercised the Equity Conversion Option, then APL (or Parent) would have the right, but not the obligation, at any time after such termination, to repurchase the Conversion Interests for the then fair market value (determined by an independent qualified appraiser giving due consideration to the termination of this Agreement).

  • Within three (3) trading days following the Conversion Date the Company shall deliver such Conversion Interests.

  • The terms, designations, powers, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions, of the TMI Interest, the Investor Interests and the Conversion Interests are as stated in the Newco LP Agreement.

  • In addition, and whether or not any express assignment has been made, the provisions of this Agreement that are for each Investor's benefit as a purchaser or holder of Investor Interests or Parent Common Stock or Convertible Notes or Conversion Interests are also for the benefit of, and enforceable by, any subsequent holder of such Investor Interests or Parent Common Stock or Convertible Notes or Conversion Interests.

  • Pursuant to the terms set forth in Clause 7(a)(ii)(A) of the Amended and Restated Loan Agreement, the Class B Member may submit a Facility B Conversion/Repayment Notice (as defined in the Amended and Restated Loan Agreement) requesting that the Facility B Class B Conversion Interests convert into Class A Interests.

  • Each lender may at any time, at its election, convert or all or a portion of the principal amount of the New Term Loan Facility held by such lender into a pro rata portion (based upon the original aggregate principal amount of the New Term Loan Facility) of the Conversion Interests.

  • Additionally, pursuant to the terms set forth in Clause 7(a)(iii)(A) of the Amended and Restated Loan Agreement, the Class B Member may submit a Facility C Conversion/Repayment Notice (as defined in the Amended and Restated Loan Agreement) requesting that the Facility C Class B Conversion Interests convert into Class A Interests.

  • Liquidity Distribution Option” means the option of a Holder ofan Allowed Class 2 Claim (other than the Backstop Parties) to elect to receive its Liquidity Amount on the Effective Date from the Liquidity Option Funding rather than the Conversion Interests and Rights provided in Section 3.02 of the Plan.


More Definitions of Conversion Interests

Conversion Interests has the meaning set forth in the Recitals.
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Conversion Interests has the meaning set forth in Section 4.4.
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Conversion Interests shall have the meaning prescribed in Section 3.4(a).
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Related to Conversion Interests

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • Conversion and “Converted” each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08 or 2.09.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Mandatory Conversion shall have the meaning set forth in Section 6.

  • 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.

  • 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.

  • Common Interest means employers engaged in the same industry or members of an Oklahoma trade association that has been in business for at least five (5) years.

  • 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.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

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

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

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

  • Conversion Date shall have the meaning set forth in Section 4(a).

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

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • 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:

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

  • Term Loan Conversion Date means the Termination Date on which all Revolving Credit Advances outstanding on such date are converted into a term loan pursuant to Section 2.06.

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

  • Optional Conversion means the conversion of any Convertible Preferred Stock other than a Mandatory Conversion.

  • 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.

  • Preferred Stock as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.