Conversion Clause Example from Business Contracts

Conversion. (a) Notwithstanding anything contained in this Note to the contrary, upon the consummation of the Transaction and without any action by Maker or Payee, the outstanding amount under this Note shall convert into that number of shares of Maker or its successor entity (the "Conversion Shares"), equal to: (x) the outstanding amount of this Note being converted pursuant to this Section 14, divided by (y) $10.00, rounded up to the nearest whole number of shares. (b) Upon any conversion of the outstandi...ng amount of this Note, (i) such outstanding amount shall be so converted and 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 Shares and (iii) in exchange for 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 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 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) The Conversion Shares shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. View More