Conversion Security definition

Conversion Security means such security issued by the Issuer upon conversion of this Note pursuant to the terms of conversion set forth herein.
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Conversion Security means one share of the security issuable upon conversion of the Preferred Units if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.
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Conversion Security means a Common Unit of the Company; PROVIDED that if there is a change such that the securities issuable upon conversion of the Preferred Units are issued by an entity other than the Company or there is a change in the type or class of securities so issuable, then the term "Conversion Security" shall mean one share of the security issuable upon conversion of the Preferred Units if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.
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Examples of Conversion Security in a sentence

  • No fractional Conversion Securities shall be issued upon conversion of this Note, and any fractional Conversion Securities to which the Holder would otherwise be entitled shall be rounded up to the nearest whole Conversion Security and issued to the Holder along with the other Conversion Securities.

  • If the issuance of the Conversion Security would result in the issuance of a fractional share of the Conversion Security, the Issuer shall pay cash in lieu of such fractional share in an amount equal to the portion of the Note Obligation Amount otherwise represented by such fractional share.

  • Notwithstanding anything to the contrary in this Section 3(a), if the Conversion Security in the case of a Qualified Offering ranks junior to the Common Stock in the event of a liquidation, dissolution or winding up of the Company, then the principal and interest shall not automatically convert upon the closing of such Qualified Offering and all the terms of this Note shall continue (including the terms of this Section 3 with respect to one or more subsequent Qualified Offerings).

  • In lieu of Borrower issuing any fractional Conversion Securities to Lender upon the conversion of this Note, Borrower shall pay to Lender an amount equal to the product obtained by multiplying the Conversion Price or Merger Conversion Price, as applicable, by the fraction of a Conversion Security not issued pursuant to the previous sentence (the “Fractional Payment Amount”).

  • Upon the closing of a Qualified Offering the outstanding principal amount of, and all accrued but unpaid interest through the date of such closing on, this Note will automatically be converted into a number of shares of the Conversion Security equal to the number derived by dividing (x) the principal amount of the Note plus any accrued and unpaid interest through the date of such closing thereon by (y) 75% of the price paid for the Conversion Security by investors in connection with the Qualified Offering.

  • Instead of any fractional interest in a share of Common Stock or other Conversion Security that would otherwise be deliverable upon the conversion of a share of Series C Preferred Stock, the Company shall pay to the holder of such share of Series C Preferred Stock an amount in cash (computed to the nearest cent) equal to the product of (i) such fraction and (ii) the Current Market Price Per Share on the Trading Day (as defined below) next preceding the day of conversion.

  • The Person or Persons entitled to receive the shares of the Conversion Security issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of the Conversion Security on the Conversion Date, and from and after such conversion, this Note shall cease to be outstanding for any purpose whatsoever.

  • No fractional interest in any Conversion Security shall be issued upon any conversion of this Note.

  • Upon any Conversion Event, the portion of the outstanding Note Obligations Amount being converted shall be converted into fully paid and nonassessable shares of the Conversion Security, pursuant to the relevant terms set forth herein applicable to such Conversion Event.

  • The Company shall not issue any fraction of a share or unit of a Company Conversion Security upon any conversion.


More Definitions of Conversion Security

Conversion Security means shares of Class A Common Stock of the Issuer, subject to Section 4(e).
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Conversion Security means shares of Common Stock.
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Conversion Security means (a) in the case of D-1 Notes, a Series D-1 Preferred Unit or Alternative Security, as applicable, and (b) in the case of D-2 Notes, a Series D-2 Preferred Unit or an Alternative Security, as applicable.
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Conversion Security has the meaning specified in Section 10.01 hereof.
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Related to Conversion Security

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

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

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

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

  • Transaction Security means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.

  • Convertible Note means an instrument issued by a startup company evidencing receipt of money initially as debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of such startup company, within a period not exceeding five years from the date of issue of the convertible note, upon occurrence of specified events as per the other terms and conditions agreed to and indicated in the instrument;

  • Corporation Security or “Corporation Securities” means (i) Common Shares, (ii) shares of preferred stock issued by the Corporation (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation §§ 1.382-2T(h)(4)(v)) and 1.382-4 to purchase Securities of the Corporation, and (iv) any Shares.

  • Bridge Note means a promissory note of the Borrower in the form attached as Exhibit B hereto evidencing the Bridge Loan of any Lender.

  • Coupon Security means any Bearer Security authenticated and delivered with one or more Coupons appertaining thereto.

  • Tender Security means the security required to be submitted by the Tenderer with its Tender Offer.

  • New Note shall have the meaning assigned to such term in Section 38.

  • 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.

  • Redemption Securities means any debt or equity securities of the Corporation, any Subsidiary or any other corporation or other entity, or any combination thereof, having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), has a value, at the time notice of redemption is given pursuant to paragraph (d) of this Section 5, at least equal to the Fair Market Value of the shares to be redeemed pursuant to this Section 5 (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).

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

  • Cyber security means the condition in which road vehicles and their functions are protected from cyber threats to electrical or electronic components.

  • Legended Note means Registered Notes in definitive form that are issued to Institutional Accredited Investors and Registered Notes (whether in definitive form or represented by a Registered Global Note) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;

  • Subordinated Security or “Subordinated Securities” means any Security or Securities designated pursuant to Section 301 as a Subordinated Security.

  • Note means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C.

  • Bid Security (BS) means Earnest Money Deposit / monetary or financial guarantee to be furnished by a bidder along with its tender.

  • Debenture means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not.

  • Relevant Security means any share of Common Stock, any warrant to purchase shares of Common Stock or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for, shares of Common Stock or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date of closing of the Public Offering or acquired by the undersigned during the Lock-Up Period. The restrictions in the foregoing paragraph shall not apply to any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations) of options or warrants to purchase shares of Common Stock; provided that any shares of Common Stock received upon such exercise, conversion or exchange will be subject to this Lock-Up Period. The Lock-Up Period will commence on the date of this Lock-up Agreement and continue and include the date that is one-hundred and eighty (180) days after the closing of the Public Offering. In addition, the undersigned further agrees that, except for the registration statement filed or to be filed in connection with the Public Offering, during the Lock-Up Period the undersigned will not, without the prior written consent of the Representative: (a) file or participate in the filing with the SEC of any registration statement or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed offering or sale of a Relevant Security, or (b) exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security. In furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned is the record owner and the transfer of which would be a violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record owner, agrees that during the Lock-Up Period it will cause the record owner to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities to the extent such transfer would be a violation of this Lock-Up Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:

  • Preferred Security means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Agreement.

  • Loaned Security means any “security” which is delivered as a Loan under a Securities Loan Agreement; provided that, if any new or different security shall be exchanged for any Loaned Security by recapitalization, merger, consolidation, or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Loaned Security in substitution for the former Loaned Security for which such exchange was made.

  • Convertible Debenture means the 6% convertible debenture dated July 1, 2008 and due July 1, 2011, in the amount of CAD$10,000,000 issued by Orezone to the Debentureholder;

  • Note Shares means the shares of Common Stock issuable upon conversion of a Note, including any outstanding principal and accrued interest.

  • Initial Debentures means the Debentures designated as “9.5% Unsecured Convertible Debentures” and described in Section 2.5;