Conversion Terms definition

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

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

• Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐ Date of Note Issuance Outstanding Balance ($) Principal Amount at Issuance ($) Interest Accrued ($) Maturity Date Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)Name of Noteholder (entities must have individual with voting / investment control disclosed).

• The Conversion Price shall be subject to adjustment pursuant to Clause 10.3 (Redemption at the Option of a Bondholder due to a Change of Control Event), Clause 12 (Conversion Terms) and Clause 13 (Adjustment of the Conversion Price).

• Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐ Date of Note Issuance Outstanding Balance ($) Principal Amount at Issuance ($) Interest Accrued ($) Maturity Date Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares) Name of Noteholder (entities must have individual with voting / investment control disclosed).

• Indicate by check mark whether there are any outstanding promissory, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities: No: ☒ Yes: ☐ (If yes, you must complete the table below) Date of Note Issuance Outstanding Balance ($) Principal Amount at Issuance ($) Interest Accrued ($) Maturity Date Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares) Name of Noteholder.

• 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").

More Definitions of Conversion Terms

Conversion Terms as follows: conversion to new XXXX shares shall be permitted after the up-list of XXXX 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 XXXX 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 XXXX shares, with final share amount issued to be rounded down (no fractional shares). The daily liquidation by any Holder of such block of new XXXX 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 XXXX shares are listed as 2) and 3) below: 2) For any sale proposed by any Holder of the new XXXX shares in excess of the Liquidation Limit size (i.e. a block trade), XXXX 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 XXXX, XXXX will have approval rights of the counter party proposed by any Holder for such block trade

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. Immediately prior to the consummation of a Change of Control (as defined below), each Lender will have a right to convert outstanding drawdown loan amounts into shares of common stock of the Company at a conversion price per share equal to the Nasdaq Official Closing Price immediately preceding the signing of this Agreement relating to this Credit Facility (subject to adjustment for stock splits and similar transactions); provided that the aggregate number of shares of common stock of the Company to be issued upon conversion of the drawdown loan amounts under this Credit Facility to a Lender other than New Mountain Capital (or its affiliates), in addition to shares of Company common stock owned by or otherwise issued to such Lender, shall not exceed 19.99% of the Company’s issued and outstanding common stock in the aggregate pursuant to the Company’s obligations under Nasdaq Listing Rule 5635(c) (or any successor or similar rule or interpretation thereof) unless stockholder approval is obtained. “Change of Control” shall mean (i) a merger or consolidation of the Company with another corporation (other than a merger effected exclusively for the purpose of changing the domicile of the Company), (ii) the sale, assignment, transfer, conveyance or other disposal of all or substantially all of the properties or assets or all or a majority of the outstanding voting shares of capital stock of the Company, (iii) a purchase, tender or exchange offer accepted by the holders of a majority of the outstanding voting shares of capital stock of the Company, or (iv) a “person” or “group” (as these terms are used for purposes of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of at least a majority of the voting power of the capital stock of the Company. Events of Default: Events of default under the Credit Facility shall include a Change of Control, bankruptcy and insolvency. Announcements: The Company must announce the material terms of this Agreement in a Form 8-K filed with the SEC within four business days. No Third Party Nothing in this Agreement, express or implied, is intended to confer upon any third party (other Beneficiaries: than a permitted successor or assign of a party hereto) any rights, remedies, obligations or liabilities. Governing Law: This Agreement shall be governed by, interpreted and cons...

Conversion Terms. The Note shall be convertible in whole or in part at the option of the holder with no less than 90 days notice to the Company.

Conversion Terms. The two offerings of Preferred Stock are convertible into shares of Common Stock according on the following schedule:

Conversion Terms means the holder of this Note is entitled to all of the benefits and subject to all of the obligations provided for in the Subscription Agreement and Investment Letter and this Note, including the rights and obligations to convert as described herein.

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.