Conversion Terms definition

Conversion Terms as follows: conversion to new ▇▇▇▇ shares shall be permitted after the up-list of ▇▇▇▇ to NASDAQ or NYSE at price per share equal to or greater than the minimum price per share required for the up-list (“Up List Price”) and the passage of minimum time of any regulatory period for the shares being free to trade (“Free Trading Date”). After the up-list, the “New Notes Conversion Amount” shall be the Tranche Size (defined below) of the New Notes Principal Amount (Debt) or New Notes Principal Amount (Preferred) divided by 100% of the average price per share of ▇▇▇▇ for the immediately preceding twelve (12) trading days (“Determination Period”) with such share price subject to an increase cap of two hundred fifty percent (250%) of the Up List Price (“Conversion Price”) to estimate the number of new ▇▇▇▇ shares, with final share amount issued to be rounded down (no fractional shares). The daily liquidation by any Holder of such block of new ▇▇▇▇ shares as issued (“Tranche Block”) shall be limited to no more than 5% of the average trading volume of the prior five (5) trading days subject to a minimum of 0.3125% per trading day (derived from 25% divided by 80 trading days) times the Tranche Size defined below (“Liquidation Limit”). “Trading Restrictions” for these new ▇▇▇▇ shares are listed as 2) and 3) below: 2) For any sale proposed by any Holder of the new ▇▇▇▇ shares in excess of the Liquidation Limit size (i.e. a block trade), ▇▇▇▇ will have a) the right of first refusal to purchase such block at a price equal to the average price per share of the prior five (5) trading days using the closing price, and b) if not purchased by ▇▇▇▇, ▇▇▇▇ will have approval rights of the counter party proposed by any Holder for such block trade 3) “Tranche Size” shall be 25% of the New Notes Principal Amount (Debt) or New Notes Principal Amount (Preferred), and the Holder will be able to liquidate a maximum of the Tranche Size amount beginning at the next trading day after the date that is the earlier of i) nine (9) months from the Closing Date of this Tender Exchange defined below (“First Liquidation Interval”) and ii) the first close of trading when that closing price for ▇▇▇▇ is greater than one hundred and fifty percent (150%) of the Up List Price (such ▇▇▇▇ price the “Qualifying Price”), and subsequently at four (4) month intervals thereafter (“Subsequent Liquidation Interval”) in each case liquidating any Tranche Blocks subject to the Liquidation Limit of the Tranche Size...

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Conversion Terms means the final terms that each Debt Holder and the Company have agreed upon as set forth in each final executed Conversion Agreement, which shall be in the form attached hereto as Exhibit B. The parties understand that, although based on the form of Conversion Agreement attached hereto as Exhibit B, the Company and each Debt Holder will negotiate the specific terms of each conversion and that such specific terms may be different among the Debt Holders. Accordingly, the parties acknowledge that the Company may offer debt conversion terms to Debt Holders at a discount of up to10% of the Closing Share Price of the Offering. For the avoidance of doubt, as of October 19, 2015, such discounted conversion price is set at $0.032 per share of the Company’s common stock. Further, the Company may choose to make the debt conversions effective only upon the Company receiving the Minimum Offering Amount.

Conversion Terms has the meaning ascribed thereto in the opening paragraphs of this Agreement;

Examples of Conversion Terms in a sentence

At the date of this Agreement, the Best Terms include, inter alia, conversion of cash or debt into securities at the rate of $0.02 per share of common stock par value $.0001 of Magnitude (the "Common Stock") and accompanying every two shares of Common Stock is one three-year warrant to purchase one share of Common Stock at $0.05 (the "Original Conversion Terms").
Executive shall have the right of resetting any of the Original Conversion Terms during the next twelve (12) months or longer as contemplated in Article 2.E. (the "Reset Period") which will be retroactively applied to the initial conversion of the Conversion Value requiring new securities and/or rights to be granted, issued and delivered by Magnitude to Executive.
The number of additional securities that will be granted, issued and delivered to Executive by Magnitude, at Executive's option, under the Reset Provision would be equal to the difference between (i) the number of securities that would have been granted if the Original Conversion Terms would have been the Adjusted Conversion Terms and (ii) what has been already granted for conversion of the Conversion Value under this Agreement.
In the event of a New Transaction, the Reset Provision provides that additional rights and/or securities will be granted, issued and delivered to Executive, at Executive's Option, in order to reflect the Conversion Value being converted at the more favorable conversion terms (the "Adjusted Conversion Terms") which are added to the current list of Best Terms.
If at some later date, during the Reset Period, Magnitude entered into a New Transaction including terms of conversion of $0.01 per share, then the Reset Provision would acknowledge the new conversion rate of $0.01 per share to be known as the Adjusted Conversion Terms which would have converted the Conversion Value into ten million (10,000,000) shares of Common Stock and five million (5,000,000) Warrants.

More Definitions of Conversion Terms

Conversion Terms means the terms, conditions and other provisions set forth in Article 10 of the Note Purchase Agreement.

Conversion Terms shall be the terms and conditions of the conversion of the Company’s Shares into common stock of the Company as set forth in the Certificate.

Conversion Terms are the loan terms and conditions set forth on Exhibit E.

Conversion Terms means the conversion terms as defined in Clause 7. Event of Default any event or circumstance described in Clause 11.1 (Events of Defa). Fee the fee as defined in Clause 12.1. Finance Documents this Agreement (including Schedules and Annexes enclosed hereto), the Conversion Terms and the Security Agreements. Financial Indebtedness in accordance with IFRS, in particular any indebtedness, for or in respect of, without duplication:

Conversion Terms. The outstanding balance of the line of credit is Convertible at the option of the lender and will have the right to convert into common stock in the Company at any time prior to repayment. If the company elects to want to repay a portion or all of the outstanding balance they will provide a 15 day notice of the request to the lender. The lender within 15 days will provide a written response of the request of the lender’s intention to do one of two things. One accept repayment of the amount the company wants to repay. Two advise the company they want to go ahead and convert the amount the company has requested to repay into company stock.

Conversion Terms means the terms, conditions and other provisions set forth in Article 10 of the Note Purchase Agreement. “DGCL” shall have the meaning assigned to such term in the introductory paragraph hereof.

Conversion Terms or “Conditions” means the terms and conditions herein contained;