Convertible Notes Conversion definition

Convertible Notes Conversion has the meaning specified in Section 4.07.
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Convertible Notes Conversion has the meaning set forth in Section 2.1(a).
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Convertible Notes Conversion has the meaning set forth in the recitals.
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Examples of Convertible Notes Conversion in a sentence

  • These calculations include, but are not limited to, determination of the Trading Price, Current Market Price, Closing Sale Price, interest rate on the 2004 Senior Convertible Notes, Conversion Rate, and Principal Return of the 2004 Senior Convertible Notes.

  • The Company Stockholders have or will have, by resolution, prior to the Convertible Notes Conversion, authorized and reserved a sufficient number of shares of Company Common Stock to provide for the Convertible Notes Conversion and have authorized the board of directors of the Company, as required, to authorize and issue such shares of Company Common Stock.

  • Each then-outstanding share of Allurion Preferred Stock and Allurion Common Stock (including shares of Allurion Common Stock resulting from the Allurion Convertible Notes Conversion but excluding the Allurion Dissenting Shares and Allurion Cancelled Shares) were canceled and converted into the right to receive shares of New Allurion Common Stock, subject to the Intermediate Merger Exchange Ratio of 0.9780.

  • Permit Liquidity on any Convertible Notes Conversion Date, determined on a Pro Forma Basis giving effect to maximum cash payment that could be required assuming the conversion of all the Convertible Notes on such date, to be less than $50,000,000.

  • On or prior to the Closing Date, (i) the Company shall obtain a foreign private issuer exemption under Nasdaq Rule 5615(a)(3), which provides an exemption from the Nasdaq Listing Rule 5635, and (ii) an application, accepted by the TSX, for reliance on an exemption from the requirement for securityholder approval for the issuance of the Convertible Notes, Conversion Shares and the Underwritten Warrants and the Common Shares issuable on exercise of same under subsection 604(e) of the TSX Company Manual.

  • In the event that the 2023 Convertible Notes Conversion Date occurs with respect to a portion of, but not all of, the 2023 Convertible Notes, then on September 12, 2024, the Borrower shall prepay the Term Loans in an aggregate principal amount equal to the GCP Term Loan Amount on such date (together with all accrued but unpaid interest thereon).

  • There can be no assurance that there will be any market for the Convertible Notes, Conversion Shares, Warrants or Warrant Shares, nor can there be any assurance that the Convertible Notes, Conversion Shares, Warrants or Warrant Shares, will be freely transferable at any time in the foreseeable future.

  • All authorizations, approvals, consents or permits, if any, of any Person that are required in connection with the lawful issuance and sale of the Convertible Notes, Conversion Shares, Warrants and the Warrant Shares, pursuant to this Agreement shall be duly obtained and effective as of the Closing Date.

  • Without the prior written consent of Parent, the Company shall not terminate or amend or modify the RC Convertible Notes Conversion Agreement or waive any right, remedy or default under, or release, settle or compromise any claim by or against the Company or any of its Subsidiaries or liability or obligation owing to the Company or any of its Subsidiaries under, the RC Convertible Notes Conversion Agreement.

  • The Company shall have obtained the consent to or approval of the Convertible Notes Conversion, in writing, of the requisite number of holders of the Company Convertible Notes necessary to complete the Convertible Notes Conversion.


More Definitions of Convertible Notes Conversion

Convertible Notes Conversion has the meaning set forth in Section 1.5(g).
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Convertible Notes Conversion means the conversion of the Convertible Notes into Company Preference Shares immediately prior to the Initial Merger Effective Time in accordance with the Merger Agreement, the Convertible Notes, the Stockholder Support Agreement and the Company Governing Documents.
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Related to Convertible Notes Conversion

  • Convertible Notes has the meaning set forth in the Recitals.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

  • 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;

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.

  • Convertible Note Indenture means the Indenture dated as of February 21, 2014 between Emergent and the Convertible Note Trustee pursuant to which the Convertible Notes were issued.

  • Mandatorily Convertible Securities means any mandatorily convertible equity-linked securities issued by the Borrower or its Subsidiary, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Credit Advances and all other amounts due under this Agreement.

  • Convertible Notes Indenture means the Indenture dated as of May 31, 2001, as amended by the First Supplemental Indenture dated as of February 20, 2002, among Xxxxxx Xxxxxxx Ltd., Xxxxxx Xxxxxxx LLC, as guarantor, and BNY Midwest Trust Company, as trustee.

  • 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.

  • Convertible Senior Notes means those certain convertible senior notes issued by Borrower with a final maturity date of not less than ten (10) years from the date of issuance, in an amount not to exceed $150,000,000 with an interest rate up to 5.5% and subject to the terms set forth in the Convertible Senior Notes Offering Memorandum.

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

  • Convertible Debt means Indebtedness of the Borrowers (which may be guaranteed by the Guarantors) permitted to be incurred under the terms of this Agreement that is (i) either (a) convertible into common stock of the Company (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) or (b) sold as units with call options, warrants or rights to purchase (or substantially equivalent derivative transactions) that are exercisable for common stock of the Company and/or cash (in an amount determined by reference to the price of such common stock) and (ii) subordinated to the Obligations on terms customary at the time for convertible subordinated debt securities.

  • 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.

  • Series B Convertible Preferred Stock means the Series B Convertible Preferred Stock, $0.01 par value per share, of the Corporation.

  • Exchange Debentures has the meaning set forth in Section 2(a) hereof.

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

  • Mandatorily Convertible Preferred Stock means cumulative preferred stock with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the preferred stock convert into Common Stock of the Corporation within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock.

  • 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;

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

  • Series A Convertible Preferred Stock means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • 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.

  • Early Preference Share Redemption Date means the day falling ten Business Days after the Early Preference Share Valuation Date.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • 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: