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 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 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 the placement, as described in Maker's initial public offering. Registration Statement on Form S-1 (333-198236). 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 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
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 private placement that occurred concurrently with the Maker's 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, divided by (y) $10.00, the conversion price of Ten Dollars ($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. units. 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 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, 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) 3 16. Registration Rights. (a) Reference is made to that certain Registration Rights Agreement between the Maker and the parties thereto, dated as of March 30, 2023 (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. This Note constitutes a working capital loan under the Registration Rights Agreement. (b) The Holders of the Conversion Units and their underlying securities shall not be issued upon conversion entitled to Demand Registration rights in accordance with Section 2.1 of this Note unless such issuance the Registration Rights Agreement. (c) The Holders shall also be entitled to include the Conversion Units and such conversion comply with 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. (d) Except as set forth above, the Holders and 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 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 pursua...nt to this Section 15, 4, 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 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. (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. 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 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 pursua...nt 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 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 5 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. 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 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 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) $1.00, 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 March 1, 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 the 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 March 4, 2021. Exhibit 10.1 (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
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 a 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) $1.00, 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 March 1, 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 March 4, 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
Conversion. (a) 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 full balance, including the principal balance amount outstanding and any and all interest earned thereon (the "Full 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 Full Balance of this Note into that number of shares of common stock (th...e "Conversion Units") Shares"), equal to: (x) the portion of the principal amount Full Balance of this Note being converted pursuant to this Section 15, 5, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Units Shares shall be identical to the units shares issued by the Maker to the Payee in a the private placement that occurred upon consummation of the Maker's initial public offering. IPO. 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 split, stock dividend, reorganization, recapitalization or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, the like, shall be entitled to the registration rights set forth in Section 16 6 hereof. (b) b) Upon any complete or partial the conversion of the principal amount Full Balance of this Note, (i) such principal amount the Full Balance 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, Shares, 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, Shares, 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) 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 Shares 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) d) The Conversion Units Shares shall not be issued upon conversion of this Note unless such issuance and such conversion comply with applicable law. 2 6. Registration Rights. Reference is made to that certain Registration Rights Agreement between Maker and the parties thereto, dated as of March 4, 2021 (the "Registration Rights Agreement"). All Conversion Shares issued pursuant to the terms of this Note (if any) shall be deemed to be Registrable Securities for all applicable provisions purposes of law. the Registration Rights Agreement. View More
Conversion. (a) Notwithstanding (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 a maximum amount of $1.5 million 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 th...e IPO (the "Conversion Units") Warrants"), the total Conversion 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. 4 (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) 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 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 a maximum amount of $1.5 million 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 "Convers...ion Units") Warrants"), the total Conversion 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 (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. (c) The laws, rules and regulations. 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 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 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 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 One Million Thirty-Five Thousand Dollars ($1,035,000) 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. 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 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) 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
