Share Conversion Cap definition

Share Conversion Cap means (i) as of any time prior to the receipt of Nasdaq Stockholder Approval, 22,457,782 shares of Common Stock, and (ii) following the receipt of Nasdaq Stockholder Approval and prior to the Authorized Share Amendment Date, 35,564,397 shares of Common Stock, which amount shall be subject to increase on a share-by-share basis for any shares of Common Stock repurchased by the Borrower, or any reserves of shares of Common Stock released by the Borrower, on or after the Initial Closing Date that remain available for re-issuance by the Borrower. All share amounts in clauses (i) and (ii) above shall be subject to the same adjustments as the Conversion Rate, including those contained in Section 4(c). To avoid doubt, after the later to occur of the receipt of Nasdaq Stockholder Approval and the Authorized Share Amendment Date, the Share Conversion Cap shall no longer be applicable.
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Share Conversion Cap shall have the meaning ascribed to such term in the Indenture.
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Share Conversion Cap is equal to (A) if Shareholder Approval has not been obtained, $60,680,000 and (B) if Shareholder Approval has been obtained, $125,000,000.
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Examples of Share Conversion Cap in a sentence

  • Prior to the Authorized Share Amendment Date, whenever the Share Conversion Cap is adjusted as herein provided, the Borrower shall prepare a notice of such adjustment of the Share Conversion Cap setting forth the adjusted Share Conversion Cap and the date on which each adjustment becomes effective and shall send such notice of such adjustment to the Holder.

  • The Borrower covenants that, subject to the Share Conversion Cap, it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a sufficient number of shares of Common Stock for the sole purpose of issuance upon conversion of this Note, each as herein provided, free from preemptive rights or any similar rights, taxes, liens, charges, encumbrances or other actual contingent purchase rights of Persons other than the Holder.

  • As of the date hereof, the Company has reserved, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue the maximum number of shares initially issuable in accordance with the Notes, subject to the Share Conversion Cap.

  • At the Closing, the Covered Shares up to the Authorized Share Conversion Cap (as defined in the Indenture) shall be approved for listing on The Nasdaq Global Select Market and all other Covered Shares shall be approved for listing on The Nasdaq Global Select Market, subject to the receipt of approval of the Company’s stockholders referenced in Section 3.8 below and notice of issuance.

  • None of the Trustee, the Conversion Agent or any of their agents shall be responsible for monitoring or determining whether any Beneficial Ownership Limitations, Authorized Share Conversion Cap or Equity Payment Conditions have been met or determining whether the Authorized Share Amendment Date has occurred and shall be entitled to rely conclusively on written notice provided by the Company as to such matters and any other matters with respect to the Common Stock.

  • The Company has reserved from its duly authorized capital stock the maximum number of Underlying Shares issuable pursuant to Notes, subject to the Share Conversion Cap.

  • The Company shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve, out of its authorized but unissued Common Stock, a sufficient number of shares of Common Stock to permit the conversion of all outstanding Securities into shares of Common Stock (assuming that at the time of computation of such number of shares, all such Securities would be converted by a single Holder and that Physical Settlement is applicable, subject to the Share Conversion Cap).


More Definitions of Share Conversion Cap

Share Conversion Cap means, as of any time prior to the receipt of the Requisite 5635(d) Stockholder Approval, 3,772,390 shares of Common Stock, which amount shall in each case be subject to the same adjustments as the Conversion Rate, including without limitation those contained in Section 5(G). For the avoidance of doubt, after the receipt of the Requisite 5635(d) Stockholder Approval, the Share Conversion Cap shall no longer be applicable.
Sample 1
Share Conversion Cap is equal to (A) if Shareholder Approval has not been obtained, zero and (B) if Shareholder Approval has been obtained, $125,000,000.
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Share Conversion Cap is defined in the Note.
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Related to Share Conversion Cap

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

  • 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.

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

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the twenty (20) consecutive Trading Days immediately following the applicable Installment Date (each such period, 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 the applicable such Company Conversion Measuring Period.

  • 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.

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

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

  • Conversion Amount means the sum of the Stated Value at issue.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • Automatic Conversion means the irrevocable and automatic release of all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Company’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares, all in accordance with the terms of the Securities.

  • 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.

  • Final Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency determined by the Calculation Agent equal to the Notional Amount multiplied by:

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Mandatory Conversion shall have the meaning set forth in Section 6.

  • Forced Conversion has the meaning set forth in Section 4.05(c) hereof.

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

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

  • Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.

  • Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

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

  • Share Amount means a fraction of ETF Shares calculated in accordance with

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

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

  • Date of Conversion Conversion Price:_______________________________________________________________ Shares To Be Delivered:_________________________________________________________ Signature:______________________________________________________________________ Print Name:_____________________________________________________________________ Address:________________________________________________________________________