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 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) 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 the contrary, at Payee's option, at any time prior to payment in full upon the consummation of the principal balance of this Note, Payee may elect to convert all Initial Business Combination and without any further action by Maker or any portion of Payee, the unpaid principal balance of outstanding amount under this Note shall convert into that number of shares warrants of common stock Maker or its successor entity (the "Conversion Units") W...arrants"), equal to: (x) the portion of the principal outstanding amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, $1.50, 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. warrants. (b) Upon any complete or partial conversion of the principal outstanding amount of this Note, (i) such principal outstanding 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, Warrants and (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, Warrants, which shall bear such legends as are legally required, in the opinion of legal counsel to Maker or by any other agreement between Maker and Payee and and/or applicable state and federal securities laws. laws, rules and regulations. (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 Warrants upon the 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 Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. 4 16. Venue; Waiver Of Jury Trial. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH PARTY HERETO ALSO HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. NOTHING IN THIS NOTE SHALL AFFECT ANY RIGHT THAT THE PAYEE OR ANY OTHER HOLDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE AGAINST THE MAKER OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, THE PAYEE AND THE MAKER WAIVE TRIAL BY JURY, AND EACH OF MAKER AND PAYEE WAIVES (I) THE RIGHT TO INTERPOSE ANY SET-OFF OF ANY NATURE OR DESCRIPTION, (II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND (III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES. All capitalized terms used in this Section 17 shall have the same meanings ascribed to them in the Registration Rights Agreement. The Conversion Warrants shall constitute Working Capital Warrants under the Registration Rights Agreement. (b) The Holders of the Conversion Warrants and their underlying securities shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement. (c) The Holders shall also be entitled to include the Conversion Warrants and their underlying securities in Piggyback Registrations, which shall be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter advises the Maker that the Maximum Number of Shares has been exceeded with respect to a Piggyback Registration, the Holders shall not have any priority over the holders of any other Registrable Securities for inclusion in such Piggyback Registration. (d) Except as set forth above, the Holders and the Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration Rights Agreement. View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at At Payee's option, at any time prior to payment on the Maturity Date in full of the principal balance of this Note, event Maker consummates its initial business combination, Payee may elect to convert all or any portion of the unpaid principal balance of outstanding under this Note into that number of shares of common stock (the "Conversion Units") warrants ("Working Capital Warrants") equal to: (x) (i) the portion of the pr...incipal amount of this Note being converted pursuant to this Section 15, 5, divided by (y) $10.00, (ii) $1.00, rounded up to the nearest whole number of shares. The Conversion Units number. Each Working Capital Warrant shall be identical to have the units same terms and conditions as the warrants issued by the Maker pursuant to the Payee in a private placement upon consummation of to Music Acquisition Sponsor, LLC (the "Private Placement"), as described in the prospectus (the "Prospectus") for Maker's initial public offering. offering (the "IPO") dated February 2, 2021 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Conversion Units Working Capital Warrants and their the shares of Class A common stock underlying securities, such warrants, 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, merger, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. that certain registration rights agreement between Maker and the parties thereto, dated as of February 2, 2021. (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 within five (5) business days following receipt by Maker of Payee, Payee's election to convert this Note pursuant to this Section 5, 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, 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 Payee 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 upon receiving due notification by Maker of the principal balance of this Note, a DeSPAC Transaction, Payee may elect to convert all or any portion of the unpaid principal balance of under this Note into that number of shares of common stock warrants, each warrant being identical to the private warrants issued in the IPO (the "Conversion Units") Warrants"), the total Conve...rsion Warrants so issued shall be equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, 16, divided by (y) $10.00, the conversion price of One Dollar ($1.00), rounded up to the nearest whole number of shares. warrants. The Conversion Units 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. IPO. The Conversion Units Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock share dividend or stock share 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 17 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, 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, and simultaneous with the surrender of the Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee (Payee, or such other persons, are known herein as the "Holder" or "Holders") the Conversion Units, Warrants, which shall bear such legends as are required, required in the opinion of legal counsel to Maker or (or by any other agreement between Maker and Payee Payee) and applicable state and federal securities laws. laws, rules and regulations. (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 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) 4 17. Registration Rights. (a) Reference is made to that certain Registration Rights Agreement between the Maker and the parties thereto, dated as of November 12, 2020 (the "Registration Rights Agreement"). All capitalized terms used in this Section 17 shall have the same meanings ascribed to them in the Registration Rights Agreement. The Conversion Units Warrants shall constitute Extension Loan Warrants under the Registration Rights Agreement. (b) The Holders of the Conversion Warrants and their underlying securities shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement. (c) The Holders shall also be entitled to include the Conversion Warrants and their underlying securities in Piggyback Registrations, which shall be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter advises the Maker that the Maximum Number of Shares has been exceeded with respect to a Piggyback Registration, the Holders shall not be issued upon conversion have any priority over the holders of this Note unless any other Registrable Securities for inclusion in such issuance Piggyback Registration. (d) Except as set forth above, the Holders and such conversion comply with the Maker, as applicable, shall have all applicable provisions of law. the same rights, duties and obligations set forth in the Registration Rights Agreement. 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, 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 o...f 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 (one dollar). 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 Working Capital Warrants 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, 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) affiliates or their designees) (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. 4 (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 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 o...f 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. One Dollar Fifty Cents ($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 at the time of the Maker's initial public offering. offering and shall serve as full and complete satisfaction of any and all liabilities and obligations of the Maker pursuant to this Note. The Conversion Units Working Capital Warrants 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 15 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, 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) affiliates or their designees) (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 Maker, by any other agreement between Maker and Payee and or the 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 (i) such issuance and such conversion comply with all applicable provisions of law. law and (ii) the holder thereof shall have complied with Section 15(b) of this Note. View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's the Payees' collective option, at any time prior to Maker's first payment in full of all or any portion of the principal balance of this Note, Payee Note in cash, the Payees may collectively elect to convert all or any portion (but not less than all) of the unpaid principal balance of this Note into that number of shares warrants, pro rata, consisting of common stock one warrant exercisable for one ordinary share of ...the Maker (the "Conversion Units") Warrants"), equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, 4, divided by (y) $10.00, $1.50, rounded up to the nearest whole number of shares. warrants. The Conversion Units Warrants shall be identical to the units warrants issued by the Maker to Freedom Acquisition I LLC in the Payee in a private placement that occurred upon consummation of the Maker's initial public offering. The Conversion Units Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock share dividend or stock share 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 5 hereof. For the avoidance of doubt, the Payees may not elect to convert a portion that is less than all of the principal balance of this Note under the terms hereof. (b) Upon any complete or partial the conversion of the principal amount of this Note, (i) such the principal amount shall be so converted and such converted portion of this the Note shall become fully paid and satisfied, (ii) Payee the Payees shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Warrants and (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 each Payee, deliver to each Payee (or its members or their respective affiliates) (Payee affiliates, as applicable) (the Payees or such other persons, the "Holders") the Conversion Units, Warrants, pro rata, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and such 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 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 Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. All capitalized terms used in this Section 5 shall have the same meanings ascribed to them in the Registration Rights Agreement. (b) The Holders shall be entitled to three (3) Demand Registrations, which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement. (c) The Holders shall also be entitled to include the Conversion Warrants and their underlying securities in Piggyback Registrations, which shall be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the Holders shall not have any priority for inclusion in such Piggyback Registration. (d) Except as set forth above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration Rights Agreement. 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, Payee may elect to convert all or any portion up to One Million Five Hundred Thousand ($1,500,000.00) of the unpaid principal balance of this Note into that number of shares warrants, each whole warrant exercisable for one ordinary share of common stock the Maker (the "Conversion Units") Warrants"), equal to: (x) the portion of the pr...incipal amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, $1.50, rounded up to the nearest whole number of shares. warrants. The Conversion Units 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 Warrants and their underlying securities, the ordinary shares issuable upon the exercise of the Conversion Warrants, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock share dividend or stock share 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, 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, 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 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 Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. 3 16. Registration Rights. (a) Reference is made to that certain Registration Rights Agreement between Maker and the parties thereto, dated as of February 4, 2021 (the "Registration Rights Agreement"). All capitalized terms used in this Section 16 shall have the same meanings ascribed to them in the Registration Rights Agreement. (b) The Holders shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement. (c) The Holders shall also be entitled to include the Conversion Warrants and the ordinary shares issuable upon the exercise of the Conversion Warrants in Piggyback Registrations, which shall be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the Holders shall not have any priority for inclusion in such Piggyback Registration. (d) Except as set forth above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration Rights Agreement. View More
Conversion. (a) Notwithstanding anything contained in this Note to Simultaneously with the contrary, at Payee's option, at any time prior to payment in full closing of the principal balance of this Note, Payee may elect to convert Business Combination, all or any portion of the unpaid principal balance amount and accrued but unpaid interest of this Note (the "Outstanding Amount") shall automatically convert into that number of shares of the common stock (the "Conversion Units") of Maker equal to: (x) the po...rtion of the principal amount of this Note being converted pursuant to this Section 15, Outstanding Amount, divided by (y) $10.00, $4.00 (as adjusted for stock splits, stock combinations or similar events) (the "Conversion Price"), rounded up to the nearest whole number of shares. shares of Maker common stock (such shares, the "Conversion Shares"); provided, that (A) if the closing price of the Maker common stock on the principal exchange on which such common stock is traded is less than the then-applicable Conversion Price, then the Conversion Price shall be reduced to such closing price and (B) if at any time (x) the conversion price at which any or all of the secured convertible promissory notes (as modified from time to time, the "June Notes") that were issued pursuant to the Securities Purchase Agreement (as modified from time to time, the "Dominion Purchase Agreement") dated as of June 12, 2020 between Maker, Dominion Capital LLC and the purchasers identified on the signature pages thereto may be converted, or (y) the conversion price at which any or all of the secured convertible promissory notes that were issued pursuant to the Securities Purchase Agreement dated on or about the Issue Date between Maker and the purchasers identified on the signature pages thereto (as modified from time to time, the "September Notes") may be converted, is less than the Conversion Price, then the Conversion Price shall be reduced to the conversion price applicable to the June Notes and/or the September Notes, as applicable. 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, Shares, 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, Shares, (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) affiliates as designated by Payee) (Payee or such other persons, the "Holders") the Conversion Units, Shares, 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 securities of Maker 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. 4 (d) The Conversion Units Shares shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. (e) Payee hereby agrees that, following the issuance of the Conversion Shares, Payee will not, prior to the Dominion Exit Date, sell, dispose or otherwise transfer, in the aggregate, on any trading day, and when combined with sales, dispositions or other transfers by any Holders, such number of Conversion Shares as is equal to more than 3% of the composite daily trading volume of the common stock of Maker as reported by Bloomberg, LP for such trading day, and Payee shall use its reasonable best efforts to ensure that the Holders comply with such limitations. For the avoidance of doubt, the volume limitations set forth in this Section 15(e) shall not apply to any securities of Maker that are held by Payee or the Holders other than the Conversion Shares. View More
Conversion. (a) Notwithstanding anything contained in this Note to At the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, the 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 warrants (the "Conversion Units") "Warrants") equal to: (x) (i) the portion of the principal amount of this the Note being converted pursuant to this Section 15, 14, divided by (y) $10.00, (ii) $...0.50, rounded up to the nearest whole number of shares. The Conversion Units number. Each Warrant shall be identical to have the units same terms and conditions as the warrants issued by the Maker pursuant to the Payee in a private placement upon consummation placement, as described in Maker's Registration Statement on Form S-1 (333-196980). The Warrants, the ordinary shares of Maker underlying the Maker's initial public offering. The Conversion Units and their underlying securities, Warrants 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, reorganization (the "Warrant Shares"), shall be entitled to the registration rights set forth in Section 16 15 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) the 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, Warrants, (iii) Maker shall promptly deliver a new duly executed Note to the 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, shall deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Holders Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units 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 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
