This example Conversion clause appears in
4 contracts
from
1 company
Conversion. (a) At the 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 this Note into that number of warrants (the "Conversion Warrants") equal to: (i) the portion of the principal amount of the Note being converted pursuant to this Section 15, divided by (ii) $1.00, rounded up to the nearest whole number; provided, however, that the total amount of principal balance of this Note, together with any other Related... Party Notes issued by the Maker, that may be converted into Conversion Warrants shall 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 same terms and conditions as the warrants issued by the Maker pursuant to a private placement, as described in Maker's Registration Statement on Form S-1 (333-222270) filed with the Securities and Exchange Commission in connection with its initial public offering. The Conversion Warrants, the shares of common stock underlying 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 (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 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 deliver to Payee the Conversion 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 Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Warrants upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Payee in connection with any such conversion. (d) The Conversion 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
