Lowest Fixed Conversion Price definition

Lowest Fixed Conversion Price means the lowest New Transaction Price from any New Transaction (as those terms are defined in the Securities Purchase Agreement) (which amount, if any, is subject to subsequent adjustment as provided herein).
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Lowest Fixed Conversion Price means the lowest New Transaction Price (as defined below; as that amount may subsequently be adjusted as provided in the Debentures or herein).
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Lowest Fixed Conversion Price means the lowest price, conversion price or exercise price set by the Company in any equity financing transaction, convertible security, or derivative instrument issued after the date hereof in a “New Transaction.” The term “New Transaction” as used in this Note and in any other Transaction Document, means any financing transaction consummated directly or indirectly by the Company with parties other than the Holder, Investor or their Affiliates involving issuance of Common Stock or other securities convertible into or exercisable for Common Stock. The issuance of equity securities pursuant to the Company’s stockholder approved equity compensation plans outstanding on the date hereof shall not be considered a New Transaction.
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Examples of Lowest Fixed Conversion Price in a sentence

  • The Lender shall have the option, at any time on or before the Maturity Date, to convert the outstanding principal of this Debenture into fully-paid and nonassessable shares of Borrower’s Common Stock at the rate per share equal to the lowest of (i) the Fixed Conversion Price, (ii) the Lowest Fixed Conversion Price or (iii) the Default Conversion Price (the “Conversion Rate”).

  • If, at any time while any portion of this Debenture remains outstanding, the Company effectuates a stock split or reverse stock split of its Common Stock or issues a dividend on its Common Stock consisting of shares of Common Stock, the Conversion Price or the Lowest Fixed Conversion Price, if any, and any other fixed amounts calculated as contemplated hereby or by any of the other Transaction Agreements shall be equitably adjusted to reflect such action.

  • The Lender shall have the option, at any time on or before the Maturity Date, to convert the outstanding principal of this Debenture into fully-paid and nonassessable shares of Borrower’s Common Stock at the rate per share equal to the lowest of (i) the Fixed Conversion Price, (ii) the Lowest Fixed Conversion Price or (iii) the Default Conversion Price (the "Conversion Rate").

  • The parties agree that as of the Second Amended UltraDirect Services Schedule Effective Date, the UltraDirect Interface has been created and implemented between Pegasus and Customer.

  • The Lender shall have the option, at any time on or before the Maturity Date, to convert the outstanding principal of this Debenture into fully-paid and nonassessable shares of Company’s Common Stock at the rate per share equal to the lowest of (i) the Fixed Conversion Price, (ii) the Lowest Fixed Conversion Price or (iii) the Default Conversion Price (the "Conversion Rate").

  • The conversion price in effect on any Conversion Date shall equal to the lowest of (i) the Fixed Conversion Price, (ii) the Lowest Fixed Conversion Price, or (iii) the Default Conversion Price (the "Conversion Rate").


More Definitions of Lowest Fixed Conversion Price

Lowest Fixed Conversion Price means the lowest new Transaction Price with respect to any New Transaction (as such terms are defined in the Purchase Agreement). The “Default Conversion Price” shall mean the Conversion Price during the occurrence and continuance of an Event of Default which price shall equal seventy-five percent (75%) of the VWAP (as defined below) for the five (5) Trading Days ending on the Trading Day immediately before the relevant Conversion Date. The “Issue Date Conversion Shares” shall mean the number of shares of Common Stock issuable upon conversion of the principal and interest on this Note applying the applicable Conversion Price as of the Closing Date. Determination of the “Specified Conversion Price” (as defined below) is applicable only in the following circumstances (assuming all other conditions to such conversion are in effect): (i) if the VWAP (as defined below) is determined as of the end of a Regular Trading Day, where a “Regular Trading Day” shall mean the regular trading hours of any Trading Day during which the principal trading market for the Common Stock of the Company (“Principal Trading Market”) shall be open for business (generally such hours being 9:30 a.m. to 4:00 p.m. eastern time, provided such hours may vary); and (ii) the Company pays Periodic Amounts (as defined in the Registration Statement ) in shares of Common Stock. The “Specified Conversion Price” is the amount equal to seventy five (75%) of the VWAP for the five (5) Trading Days ending on the Trading Day immediately before the relevant interest payment date or the relevant date for computing the Periodic Amount, as the case may be.
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Lowest Fixed Conversion Price means the lowest price, conversion price or exercise price set by the Company in any equity financing transaction, convertible security, or derivative instrument issued after the date hereof in a “New Transaction.” The term “New Transaction” as used in this Debenture and in any other Transaction Document, means any financing transaction consummated directly or indirectly by the Company with parties other than the Lender involving issuance of Common Stock or other securities convertible into or exercisable for Common Stock; provided, however, that the following share issuances shall not be deemed a New Transaction: (i) issuances pursuant to Employee Stock Ownership Plans; or (ii) issuance of stock options or warrants to employees, officers, or directors pursuant to compensation arrangements approved by the Company’s Board of Directors.
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Lowest Fixed Conversion Price means the lowest price, conversion price or exercise price set by the Company in any equity financing transaction, convertible security, or derivative instrument issued after the date hereof in a "New Transaction." The term "New Transaction" as used in this Debenture and in any other Transaction Document, means any financing transaction consummated directly or indirectly by the Company with parties other than the Holder involving issuance of Common Stock or other securities convertible into or exercisable for Common Stock; provided, however, that the following share issuances shall not be deemed a New Transaction: (i) any share issuances pursuant to any stock ownership plans or issuance of up to 10,000,000 shares of or options to purchase stock, restricted stock or warrants to employees, officers, directors or consultants pursuant to a compensation arrangement approved by the Company's Board of Directors under the company's proposed Share Incentive Plan or (ii) any share issuances not to exceed 750,000 shares of Common Stock budgeted for consulting services (referred to herein as the "Excluded Transactions");
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Related to Lowest Fixed Conversion Price

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • 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:

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Variable Conversion Price means the lesser of (i) the Conversion Price or (ii) 25% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Market, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded, provided, however, that at no time, notwithstanding the occurrence of an Event of Default, may the Conversion Price be less than par value of Common Stock.

  • Applicable Conversion Price means the Conversion Price in effect at any given time.

  • Company Conversion Price means, as of any date of determination, the price which shall be the lower of (i) the applicable Conversion Price and (ii) that price computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days ending on the Trading Day immediately preceding the applicable Company Redemption Date (each a “Company Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock during such Company Conversion Measuring Period.

  • 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.

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

  • Fixed Conversion Rates means the Maximum Conversion Rate and the Minimum Conversion Rate.

  • Default Conversion Price shall have the meaning set forth in Section 4(b).

  • 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.

  • Conversion Price means as of any time, $1,000, divided by the Conversion Rate as of such time.

  • Alternate Conversion Price means, with respect to any Alternate Conversion that price which shall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the Floor Price and (y) 80% of the lowest VWAP of the Common Stock during the five (5) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Alternate Conversion Measuring Period.

  • Interest Conversion Rate means the lesser of (a) the Conversion Price or (b) 90% of the lesser of (i) the average of the VWAPs for the five (5) consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Interest Payment Date or (ii) the average of the VWAPs for the five (5) consecutive Trading Days ending on the Trading Day that is immediately prior to the date the applicable Interest Conversion Shares are issued and delivered if such delivery is after the Interest Payment Date.

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • Applicable Conversion Rate means the Conversion Rate in effect at any given time.

  • Daily Conversion Value means, for each of the 40 consecutive Trading Days during the Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP for such Trading Day.

  • Conversion Rate shall have the meaning specified in Section 14.01(a).

  • Conversion Value means the Fair Market Value of the aggregate number of shares of Common Stock into which a share of ESOP Preferred Stock is convertible.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Forced Conversion Date shall have the meaning set forth in Section 6(d).

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Conversion Period means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date;

  • Conversion Ratio means the ratio (expressed as the number of Shares to which one Warrant relates) specified by the Issuer, subject to adjustments in accordance with these Conditions.