Convertible Lenders definition
Examples of Convertible Lenders in a sentence
Cadiz will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, reasonably necessary to enable Unsecured Convertible Lenders to resell Registrable Securities pursuant to the Resale Registration Statement or Rule 144, as applicable, qualify the Registrable Securities for listing on the applicable stock exchange and update or amend the Resale Registration Statement as necessary to include Registrable Securities.
The Administrative Agent shall have received duly executed and delivered counterparts of the Amended and Restated Investors' Agreement dated as of the date hereof that, when taken together, bear the signatures of the Borrower, CEI and the Convertible Lenders.
Upon satisfaction or waiver of the conditions precedent specified in Section 4 of the Third Amendment, the Secured Convertible Lenders shall make the proceeds of the Secured Convertible Loans available to the Borrowers on the Third Amendment Effective Date by wire transfer of same day funds in Dollars to the account designated by the Borrowers in the Borrowing Notice delivered to the Secured Convertible Lenders pursuant to Section 4 of the Third Amendment.
No adjustment of the Secured Convertible Lender Conversion Price shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if Cadiz receives written notice from the Required Secured Convertible Lenders agreeing that no such adjustment shall be made as the result of such issuance or deemed issuance of such Additional Shares of Common Stock.
Not later than two (2) trading days after each Lender Conversion Date (the “Share Delivery Date”), Cadiz shall deliver, or cause to be delivered, to the Convertible Lenders or a designee of the Convertible Lenders a certificate or certificates representing the Lender Conversion Shares.
On the Borrower Conversion Date, Cadiz shall deliver, or cause to be delivered, to the Convertible Lenders or a designee of the Convertible Lenders a certificate or certificates representing the Borrower Conversion Shares.
Unsecured Convertible Lenders agree to disclose their beneficial ownership, as determined in accordance with Rule 13d- 3 of the Exchange Act, of Lender Conversion Shares and Borrower Conversion Shares to Cadiz (or its successor) upon reasonable request to assist Cadiz in making the determination described above.
Unsecured Convertible Lenders shall not be entitled to use the Resale Registration Statement for an underwritten offering of Lender Conversion Shares.
Prior to the delivery of the Notice of Borrower Conversion, Cadiz shall consult with the applicable Unsecured Convertible Lenders to determine the applicability of the Beneficial Ownership Limitation to the Borrower Conversion and the appropriate number of Borrower Conversion Shares.
Notwithstanding anything to the contrary contained herein and without the prior consent of the Borrowers, the Convertible Lenders may not convert, in each Notice of Lender Conversion, any portion of the Convertible Loans in the principal amount of less than $500,000 (the “Minimum Conversion Amount”).