Voluntary Conversion Price definition

Voluntary Conversion Price means and shall be equal to $1.59 per share, subject to adjustments as prescribed by Section 7(d) hereof.

Voluntary Conversion Price means the quotient of (i) the Valuation Cap divided by (ii) the number of outstanding shares of Common Stock immediately prior to the Qualified Financing or Qualified Event, as applicable, if any, assuming conversion of all outstanding securities convertible into shares of Common Stock and exercise of all outstanding options and warrants to purchase shares of Common Stock or other securities convertible into shares of Common Stock, but excluding, for this purpose, (i) the conversion of any Notes (whether or not such Notes have actually been converted), (ii) the exercise of any Warrants (whether or not such Notes have actually been converted), (iii) the exercise of any warrants issued to the Placement Agent (as defined in the Subscription Agreement) or any other placement agent or underwriter in connection with securities offered pursuant to the Subscription Booklet or in the Qualified Financing or the Qualified Event, as applicable), (iv) any securities issued in connection with the Qualified Financing or the Qualified Event, as applicable, and (v) any securities issued pursuant to the Company’s existing or future equity incentive plans or any equity incentive plan to be adopted in connection with the offering of the Notes or the Qualified Financing or the Qualified Event, as applicable, as the case may be.

Voluntary Conversion Price means the Initial Liquidation Amount, subject to any adjustments made in accordance with Section 25.4(7).

Examples of Voluntary Conversion Price in a sentence

• Conversion33(a) Generally33(b) Conversion at the Option of the Holders33(c) Mandatory Conversion at the Company’s Election34(d) Conversion Procedures35(e) Settlement upon Conversion36(f) Conversion Price Adjustments37(g) Voluntary Conversion Price Decreases46(h) Restriction on Conversions46(i) Effect of Common Stock Change Event47Section 11.

• All Common Shares (including fractions thereof) issuable upon conversion of more than one share of Series 3 Preferred Shares by a holder thereof will be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional shares, and the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Voluntary Conversion Price or Mandatory Conversion Price, as applicable.

• Subject to the other provisions of this Note Condition 4, if the Holder delivers a conversion notice to the Company in accordance with Note Condition 4(a), the Convertible Notes will be Converted into such number of Shares as is determined by dividing the sum of the total of the Face Value of those Convertible Notes by the Voluntary Conversion Price (provided that if the resultant number contains a fraction, such number shall be rounded up to the next highest whole number).

• Anoth- er issue that is particularly discussed under article 79 of the CISG is that whether it could be construed as involving the hardship clause.

• In each case of an adjustment or readjustment of the Voluntary Conversion Price, the Company, at its expense, will compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and will mail such certificate, by first class mail, postage prepaid, to each registered holder of Series 1 Preferred Shares at the holder’s address as shown in the Company’s books.

More Definitions of Voluntary Conversion Price

Voluntary Conversion Price the quotient obtained by dividing (i) the Voluntary Pre- Money Valuation by (ii) the number of the Company’s Fully Diluted Shares.

Voluntary Conversion Price means the lowest of (i) the Fixed Conversion Price, (ii) the Lowest Fixed Conversion Price, if any, or (iii) during the pendency of an Event of Default (as defined in the Debentures), the Prepayment Conversion Price.

Voluntary Conversion Price means $0.20 per share as subject to adjustment from time to time pursuant to the provisions of this Note.[Remainder of this page intentionally blank]

Voluntary Conversion Price means (rounded to the nearest 1/100th of one cent) 50.0% of the arithmetic mean of the VWAP in either (i) the ten consecutive Trading Days immediately preceding the Voluntary Conversion Date, if a Voluntary Conversion occurs on or prior to the Maturity Date, or (ii) the ten consecutive Trading Days immediately preceding the Maturity Date, if a Voluntary Conversion occurs after the Maturity Date.

Voluntary Conversion Price means and shall be equal to $0.60, subject to adjustments as prescribed by Section 7(d) hereof.

Voluntary Conversion Price means and shall be equal to $2.05 per share of Common Stock.

Voluntary Conversion Price means the initial Voluntary Conversion Price as adjusted from time to time pursuant to Section 6. "Change of Control" means the occurrence of a transaction, whether in a single transaction or series of related transactions, pursuant to which a person or group of related persons (A) acquires, whether by merger, stock purchase, recapitalization, redemption, issuance of capital stock or otherwise, more than fifty percent of the shares of Common Stock outstanding on a "fully diluted basis", or (B) acquires assets constituting all or substantially all of the assets of the Corporation and its subsidiaries. "Fully diluted basis" means, as of any date of determination, the number of shares of Common Stock outstanding plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then-outstanding rights, warrants, options, convertible securities, or exchangeable securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, Common Stock or securities exercisable for or convertible or exchangeable into Common Stock. "Conversion Stock" means shares of the Corporation's Common Stock, par value $.01 per share; provided, that if there is a change such that the securities issuable upon conversion of the Series A-1 are issued by an entity other than the Corporation or there is a change in the type or class of securities so issuable, then the term "Conversion Stock" shall mean one share of the security issuable upon conversion of the Series A-1 if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.