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 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, each whole warrant exercisable for one ordinary share of common stock 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, divided by (y) $10.00, $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. 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 November 25, 2019 (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 the contrary, at Payee's option, at any time prior to Maker's first payment in full of all or any portion of the principal balance of this Note, Note in cash, Payee may 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 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 the Payee in a the 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, Payee 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 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 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. 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 At the contrary, at Payee's option, at any time and from time to time prior to payment in full of the principal balance Principal Amount of this Note, the Payee may elect to convert all or any portion of the unpaid outstanding principal balance amount 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 pursu...ant to this Section 15, divided by (y) $10.00, (ii) $1.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction related to the Common Stock occurring after the date hereof), rounded up to the nearest whole number of shares. The number. Each Conversion Units Warrant shall be identical to have the units same terms and conditions as the warrants issued by the Maker to the Payee in pursuant to a private placement upon consummation of the placement, as described in Maker's initial public offering. Registration Statement on Form S-1 (333-221330). The Conversion Units and their Warrants, the shares of Common Stock underlying securities, the Conversion 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 hereof. 5 (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) without delaying the Maker's requirement to deliver Conversion Warrants in accordance with the immediately following clause (iii), the Payee shall surrender and deliver this Note, duly endorsed, Note to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Warrants, (iii) Maker shall promptly promptly, but in any event within two (2) business Days of a written conversion request by Payee, 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 reasonably 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 Maker 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 hereto, including, without limitation, any transfer taxes resulting from any transfer requested by the Holders Payee 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 At the contrary, at Payee's option, at any time and from time to 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 outstanding principal balance amount 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 Secti...on 15, divided by (y) $10.00, (ii) $1.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction related to the Common Stock occurring after the date hereof), rounded up to the nearest whole number of shares. The number. Each Conversion Units Warrant shall be identical to have the units same terms and conditions as the warrants issued by the Maker to the Payee in pursuant to a private placement upon consummation of the placement, as described in Maker's initial public offering. Registration Statement on Form S-1 (333-221330). The Conversion Units and their Warrants, the shares of Common Stock underlying securities, the Conversion 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 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) without delaying the Maker's requirement to deliver Conversion Warrants in accordance with the immediately following clause (iii), the Payee shall surrender and deliver this Note, duly endorsed, Note to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Warrants, (iii) Maker shall promptly promptly, but in any event within two (2) business Days of a written conversion request by Payee, 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 reasonably 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. 5 (c) The Holders Maker 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 hereto, including, without limitation, any transfer taxes resulting from any transfer requested by the Holders Payee 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. 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, divided by (y) $10.00, (ii) $1.00,... rounded up to the nearest whole number number; provided, however, that the total amount of shares. The principal balance of this Note, together with any other Related Party Notes issued by the Maker, that may be converted into Conversion Units Warrants shall be identical not exceed $1,500,000 in the aggregate. Each Conversion Warrant entitles the holder thereof to purchase one share of Maker's Class A common stock at a price of $11.50 per share, subject to adjustment. Each Conversion Warrant shall also 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 placement, as described in Maker's Registration Statement on Form S-1 (333-222270) filed with the Maker's Securities and Exchange Commission in connection with its initial public offering. The Conversion Units and their Warrants, the shares of common stock underlying securities, the Conversion 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 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. 4 (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. (e) Notwithstanding the foregoing, on September 16, 2019, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with HOF Village Newco, LLC for a business combination. Pursuant to the Merger Agreement, at the Effective Time (as defined therein), this Note will automatically convert into shares of common stock of GPAQ Acquisition Holdings, Inc. on the terms set forth in the Merger Agreement. 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, divided by (y) $10.00, (ii) $1.00,... rounded up to the nearest whole number number; provided, however, that the total amount of shares. The principal balance of this Note, together with any other Related Party Notes issued by the Maker, that may be converted into Conversion Units Warrants shall be identical not exceed $1,500,000 in the aggregate. Each Conversion Warrant entitles the holder thereof to purchase one share of Maker's Class A common stock at a price of $11.50 per share, subject to adjustment. Each Conversion Warrant shall also 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 placement, as described in Maker's Registration Statement on Form S-1 (333-222270) filed with the Maker's Securities and Exchange Commission in connection with its initial public offering. The Conversion Units and their Warrants, the shares of common stock underlying securities, the Conversion 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 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. 4 (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. (e) Notwithstanding the foregoing, on September 16, 2019, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with HOF Village Newco, LLC for a business combination. Pursuant to the Merger Agreement, at the Effective Time (as defined therein), this Note will automatically convert into shares of common stock of GPAQ Acquisition Holdings, Inc. on the terms set forth in the Merger 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 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 up to Five Hundred Thousand ($500,000) of the unpaid principal balance of under this Note into that number of shares of common stock units, each unit being identical to the private units issued in the IPO (the "Conversion Units...") Units"), the total Conversion Units 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 Ten Dollars ($10.00), rounded up to the nearest whole number of shares. units. The Conversion Units shall be identical to the units Units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. IPO. 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 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, (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, 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 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 October 7, 2021 (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 shall constitute Working Capital Units under the Registration Rights Agreement. (b) The Holders of the Conversion Units 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 Units 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 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 units, each unit being identical to the private units issued in the IPO (the "Conversion Units") Units"), the total Conversion Units ...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 Ten Dollars ($10.00), rounded up to the nearest whole number of shares. units. The Conversion Units shall be identical to the units Units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. IPO. 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 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, (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, 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 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 October 7, 2021 (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 shall constitute Working Capital Units under the Registration Rights Agreement. (b) The Holders of the Conversion Units 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 Units 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 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 warrants (the "Conversion Units") Warrants") equal to: (x) (i) the portion of the principal amount of ...this Note being converted pursuant to this Section 15, 5, divided by (y) $10.00, (ii) $1.50, rounded up to the nearest whole number of shares. The number. Each Conversion Units 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 Payee (the "Private Placement"), as described in the prospectus (the "Prospectus") for Maker's initial public offering. offering (the "IPO") dated January 25, 2021 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Conversion Units 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 January 25, 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, 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, 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 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. 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 Conversion 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
