Conversion Clause Example with 67 Variations from Business Contracts
This page contains Conversion clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares of common stock (the "Conversion Units") equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of shar...es. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.View More
Variations of a "Conversion" Clause from Business Contracts
Conversion. (a) Notwithstanding anything contained in this Note to Optional Conversion. At the contrary, at Payee's option, option of the Payee, at any time prior to payment in full the Maturity Date, any amounts outstanding under this Note (or any portion thereof), may be converted into warrants to purchase Class A ordinary shares of a par value of $0.0001 each of the principal balance Maker (the "Ordinary Shares"), at a conversion price (the "Conversion Price") equal to $1.00 per warrant (such converted w...arrants, the "Working Capital Warrants"). If the Payee elects such conversion, the terms of this Note, such Working Capital Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee may elect to convert all or any portion in the private placement that closed on March 25, 2021 (the "Private Placement Warrants") in connection with the initial public offering of the unpaid principal balance Maker's securities (the "IPO"). Each Working Capital Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. Before this Note into that number of shares of common stock (the "Conversion Units") equal to: (x) the portion of the principal amount of this Note being may be converted pursuant to this Section 15, divided by (y) $10.00, rounded up to 5(a), the nearest whole number of shares. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery at the office of the Conversion Units, (iii) Maker and shall promptly deliver a new duly executed Note to Payee in state therein the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion unpaid principal of this Note to be converted and the name or names in which the certificates for Working Capital Warrants are to be issued (or the book-entries to be made to reflect ownership of such Working Capital Warrants with the Maker's transfer agent). The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled to receive the Working Capital Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Working Capital Warrants as of such date. Each such newly issued Working Capital Warrant shall include a restricted legend that contemplates the same restrictions as the Private Placement Warrants. The Working Capital Warrants and Ordinary Shares issuable upon exercise of the Working Capital Warrants shall constitute "Registrable Securities" pursuant hereto; provided, however, to that certain Registration and Shareholder Rights Agreement dated March 23, 2021, between the Holders Maker and the Payee. 1 (b) Remaining Principal. All accrued and unpaid principal of this Note that is not then converted into Working Capital Warrants shall not continue to remain outstanding and to be obligated subject to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units conditions of this Note. (c) Fractional Warrants; Effect of Conversion. No fractional Working Capital Warrants shall not be issued upon conversion of this Note. In lieu of any fractional Working Capital Warrants to the Payee upon conversion of this Note, the Maker shall pay to the Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Working Capital Warrant not issued pursuant to the previous sentence. Upon conversion of this Note unless such issuance in full and such conversion comply with the payment of any amounts specified in this Section 5(c), this Note shall be cancelled and void without further action of the Maker or the Payee, and the Maker shall be forever released from all applicable provisions of law. its obligations and liabilities under this Note. View More
Conversion. (a) Notwithstanding anything contained in this Note to Optional Conversion. At the contrary, at Payee's option, option of the Payee, at any time prior to payment in full the Maturity Date, any amounts outstanding under this Note (or any portion thereof), may be converted into warrants to purchase Class A ordinary shares of the principal balance Maker (the "Ordinary Shares"), at a conversion price (the "Conversion Price") equal to $1.00 per warrant (such converted warrants, the "Working Capital W...arrants"). If the Payee elects such conversion, the terms of this Note, such Working Capital Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee may elect to convert all or any portion in the private placement that closed on February 5, 2021 (the "Private Placement Warrants") in connection with the initial public offering of the unpaid principal balance Maker's securities (the "IPO"). Each Working Capital Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants. Before this Note into that number of shares of common stock (the "Conversion Units") equal to: (x) the portion of the principal amount of this Note being may be converted pursuant to this Section 15, divided by (y) $10.00, rounded up to 5(a), the nearest whole number of shares. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery at the office of the Conversion Units, (iii) Maker and shall promptly deliver a new duly executed Note to Payee in state therein the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion unpaid principal of this Note to be converted and the name or names in which the certificates for Working Capital Warrants are to be issued (or the book-entries to be made to reflect ownership of such Working Capital Warrants with the Maker's transfer agent). The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled to receive the Working Capital Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Working Capital Warrants as of such date. Each such newly issued Working Capital Warrant shall include a restricted legend that contemplates the same restrictions as the Private Placement Warrants. The Working Capital Warrants and Ordinary Shares issuable upon exercise of the Working Capital Warrants shall constitute "Registrable Securities" pursuant hereto; provided, however, to that certain Registration Rights Agreement dated February 5, 2021, among the Holders Maker, the Payee and certain other security holders named therein. (b) Remaining Principal. All accrued and unpaid principal of this Note that is not then converted into Working Capital Warrants shall not continue to remain outstanding and to be obligated subject to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units conditions of this Note. (c) Fractional Warrants; Effect of Conversion. No fractional Working Capital Warrants shall not be issued upon conversion of this Note. In lieu of any fractional Working Capital Warrants to the Payee upon conversion of this Note, the Maker shall pay to the Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Working Capital Warrant not issued pursuant to the previous sentence. Upon conversion of this Note unless such issuance in full and such conversion comply with the payment of any amounts specified in this Section 5(c), this Note shall be cancelled and void without further action of the Maker or the Payee, and the Maker shall be forever released from all applicable provisions of law. its obligations and liabilities under this Note. View More
Conversion. (a) Notwithstanding anything contained in this Note to Optional Conversion. At the contrary, at Payee's option, option of the Payee, at any time prior to payment in full the Maturity Date, any amounts outstanding under this Note (or any portion thereof), may be converted into Class A ordinary shares of the principal balance Maker (the "Ordinary Shares"), at a conversion price (the "Conversion Price") equal to $10.00 per Ordinary Share (such converted Ordinary Shares, the "Working Capital Shares"...). If the Payee elects such conversion, the terms of this Note, such Working Capital Shares issued in connection with such conversion shall be identical to the Class A ordinary shares issued to the Payee may elect to convert all or any portion in the private placement that closed on March 2, 2021 (the "Private Placement Shares") in connection with the initial public offering of the unpaid principal balance of Maker's securities (the "IPO"). Before this Note into that number of shares of common stock (the "Conversion Units") equal to: (x) the portion of the principal amount of this Note being may be converted pursuant to this Section 15, divided by (y) $10.00, rounded up to 5(a), the nearest whole number of shares. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery at the office of the Conversion Units, (iii) Maker and shall promptly deliver a new duly executed Note to Payee in state therein the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion unpaid principal of this Note to be converted and the name or names in which the certificates for Working Capital Shares are to be issued (or the book-entries to be made to reflect ownership of such Working Capital Shares with the Maker's transfer agent). The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled to receive the Working Capital Shares upon such conversion shall be treated for all purposes as the record holder or holders of such Working Capital Shares as of such date. Each such newly issued Working Capital Share shall include a restricted legend that contemplates the same restrictions as the Private Placement Shares. The Working Capital Shares shall constitute "Registrable Securities" pursuant hereto; provided, however, to that certain Registration and Shareholder Rights Agreement, dated March 2, 2021, by and among the Holders Maker, the Payee and certain other security holders named therein. (b) Remaining Principal. All accrued and unpaid principal of this Note that is not then converted into Working Capital Shares shall not continue to remain outstanding and to be obligated subject to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units conditions of this Note. (c) Fractional Shares; Effect of Conversion. No fractional Working Capital Shares shall not be issued upon conversion of this Note. In lieu of any fractional Working Capital Shares to the Payee upon conversion of this Note, the Maker shall pay to the Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Working Capital Share not issued pursuant to the previous sentence. Upon conversion of this Note unless such issuance in full and such conversion comply with the payment of any amounts specified in this Section 5(c), this Note shall be cancelled and void without further action of the Maker or the Payee, and the Maker shall be forever released from all applicable provisions of law. its obligations and liabilities under this Note. View More
Conversion. (a) Notwithstanding anything contained in this Note to Upon consummation of a Business Combination, the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect elect, by written notice to Maker, to convert all or any portion up to $800,000 of the unpaid principal balance of this Note into that number of shares warrants to purchase one share of Class A common stock stock, $0.0001 par value per share, of the Maker (the "Conversion Un...its") "Working Capital Warrants") equal to: (x) the portion of to the principal amount of this the Note being so converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of shares. $1.00. The Conversion Units Working Capital Warrants shall be identical to the units warrants issued by the Maker to the Payee in a the private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, the Maker's IPO, whose terms shall be entitled to governed by that certain warrant agreement entered into in connection with the registration rights set forth in Section 16 hereof. (b) Maker's IPO. Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Working Capital Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee affiliates or such other persons, their designees) the "Holders") the Conversion Units, Working Capital Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay In the event of any and all issue and other taxes such conversion, the number of Working Capital Warrants that may be payable with respect converted pursuant to any issue future promissory note or delivery similar instrument shall be capped at 1,500,000 minus the number of the Conversion Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. Working Capital Warrants converted hereunder. View More
Conversion. (a) Notwithstanding anything contained in this Note to Upon consummation of a Business Combination, the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect elect, by written notice to Maker, to convert all or any portion up to $335,000 of the unpaid principal balance of this Note into that number of shares warrants to purchase one share of Class A common stock stock, $0.0001 par value per share, of the Maker (the "Conversion Un...its") "Working Capital Warrants") equal to: (x) the portion of to the principal amount of this the Note being so converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of shares. $1.00. The Conversion Units Working Capital Warrants shall be identical to the units warrants issued by the Maker to the Payee in a the private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, the Maker's IPO, whose terms shall be entitled to governed by that certain warrant agreement entered into in connection with the registration rights set forth in Section 16 hereof. (b) Maker's IPO. Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Working Capital Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee affiliates or such other persons, their designees) the "Holders") the Conversion Units, Working Capital Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay In the event of any and all issue and other taxes such conversion, the number of Working Capital Warrants that may be payable with respect converted pursuant to any issue future promissory note or delivery similar instrument shall be capped at 1,500,000 minus the number of the Conversion Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. Working Capital Warrants converted hereunder. View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, (c) Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares of common stock (the "Conversion Units") equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of ...shares. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units Working Capital Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders Payee in connection with any such conversion. (d) The Conversion Units Working Capital Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. No fractional warrants shall be issued upon conversion of this Note. For the avoidance of doubt, in the event that all principal on this Note has been paid in full on or prior to the Maturity Date, then Payee shall not be entitled to convert any portion of this Note into Working Capital Warrants. Upon conversion of this Note in full, this Note shall be cancelled and void without further action of Maker or Payee, and Maker shall be forever released from all its obligations and liabilities under this Note. View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, (c) Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares of common stock (the "Conversion Units") equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of ...shares. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Working Capital Units upon conversion of this Note pursuant hereto; provided, however, that the Holders Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders Payee in connection with any such conversion. (d) The Conversion Working Capital Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. No fractional Working Capital Units shall be issued upon conversion of this Note. For the avoidance of doubt, in the event that all principal on this Note has been paid in full on or prior to the Maturity Date, then Payee shall not be entitled to convert any portion of this Note into Working Capital Units. Upon conversion of this Note in full, this Note shall be cancelled and void without further action of Maker or Payee, and Maker shall be forever released from all its obligations and liabilities under this Note. View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at At Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of warrants exercisable for shares of Maker's common stock (the "Conversion Units") equal to: (x) ("Working Capital Warrants") at the portion price of the principal amount of this Note being converted pursuant to this Section... 15, divided by (y) $10.00, rounded up to the nearest whole number of shares. $1.00 per Working Capital Warrant. The Conversion Units shall Working Capital Warrants will be identical to the units private placement warrants issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect pursuant to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled Private Placement Warrants Purchase Agreement dated February 8, 2021, including as to the registration rights set forth in Section 16 hereof. exercise price, exercisability and exercise period. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Working Capital Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, Working Capital Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units Working Capital Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units Working Capital Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. View More
Conversion. (a) Notwithstanding anything contained in this Note to Upon consummation of a Business Combination, the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares warrants to purchase one share of common stock Class A Common Stock, $0.0001 par value per share, of the Maker (the "Conversion Units") "Working Capital Warrants") equal to:... (x) the portion of to the principal amount of this the Note being so converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of shares. $1.50. The Conversion Units Working Capital Warrants shall be identical to the units warrants issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) IPO. Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Working Capital Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee affiliates or such other persons, their designees) the "Holders") the Conversion Units, Working Capital Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.View More
Conversion. (a) Notwithstanding anything contained in this Note to Upon consummation of a Business Combination, the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares warrants to purchase one share of common stock Class A Common Stock, $0.0001 par value per share, of the Maker (the "Conversion Units") "Working Capital Warrants") equal to:... (x) the portion of to the principal amount of this the Note being so converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of shares. $1.00. The Conversion Units Working Capital Warrants shall be identical to the units warrants issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Maker's IPO. Upon any complete 2 or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Working Capital Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee affiliates or such other persons, their designees) the "Holders") the Conversion Units, Working Capital Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.View More
