Note Conversion definition

Note Conversion means the Conversion and relevant mechanism described under the Agreement.

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Note Conversion has the meaning specified in the Recitals hereto.

Note Conversion has the meaning set forth in Section 5.01.

Examples of Note Conversion in a sentence

Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents, the Company (a) shall not increase the par value of any Shares issuable upon conversion of the Notes above the Note Conversion Price then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Shares upon the conversion of the Notes.
In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately increasing the Note Conversion Price on the date that such subdivision shall become effective.
In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately decreasing the Note Conversion Price on the date that such subdivision shall become effective.
The number of Note Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.
The Note Conversion Shares are not subject to any preemptive rights, rights of first refusal or restrictions on transfer.

More Definitions of Note Conversion

Note Conversion has the meaning specified in Section 3.02(a).

Note Conversion. Any date on or after the date hereof and through the later of (i) the Maturity Date or (ii) the date that the Obligations hereunder are repaid in full, PFG, at its sole desertion, shall have the right (but not the obligation), at any time, to convert the Promissory Note into Common Stock at a conversion price equal to (x) the principal amount of the PFG Investment plus any accrued and unpaid interest thereon, divided by (y) the amount that is one-hundred and twenty percent (120%) of the initial listing price of the Common Stock, per share, immediately after the opening trade on the date of completion of the Group Parent’s public listing on New York Stock Exchange (collectively, the “Conversion Shares”). Upon conversion, Group Parent shall issue in the name of PFG or its Affiliate, a certificate, certificates or other evidence of the Conversion Shares to which PFG is entitled upon such conversion and such certificate(s) (or other evidence of issuance satisfactory to PFG) shall be promptly delivered to PFG. Group Parent shall reserve and keep available out its authorized but not unissued share capital such number of Conversion Shares as shall from time to time be sufficient to effect conversion of the Promissory Note. Group Parent will not, by amendment of its charter documents, shareholders or other agreements with investors or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, dividend or other distribution of cash or property, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by Group Parent but will at all times in good faith assist in the carrying out of all the provisions hereof, and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of PFG as set forth herein against impairment. Upon conversion of this Promissory Note, (a) the Group Parent shall have no further obligations under the Promissory Note other than to deliver such Common Stock and (b) PFG and Group Parent hereby agree to execute and deliver all transaction documents reasonably necessary to effect such conversion and the Note Agreement and the Note Documents shall be deemed terminated.

Note Conversion means any conversion of the Company Notes into Company Stock in lieu of cash.

Note Conversion has the meaning set forth in Section 7.1(f).

Note Conversion means collectively (i) the conversion of the Promissory Note into shares of GEE Common Stock in accordance with the terms of the Promissory Note (ii) the payment of any interest on the Promissory Note in shares of GEE Common Stock and (iii) the issuance of any other shares of GEE Common Stock in connection with the Company’s issuance of the Promissory Note.

Note Conversion means the conversion of that certain promissory note (including accrued and unpaid interest) of Holdings dated May 2, 1995 and issued in favor of Ropamil Limited Partnership in the original principal amount of $6,500,000 into 95,000 shares of Holdings Series A Preferred Stock.

Note Conversion identification reference: