Conversion Clause Example 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 units, each unit consisting of one ordinary share of the Company and one-third of one warrant exercisable for one ordinary share of the Company (the "Conversion Units"), equal to: (x) the portion of the principal amount of th...is Note being converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of units. The Conversion Units shall be identical to the units issued by the Company to the Payee in a private placement upon consummation of the Company's initial public offering. The Conversion Units and their underlying securities, and any other equity security of the Company 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 the Company or such other address which the Company shall designate against delivery of the Conversion Units, (iii) the Company 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, the Company 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 the Company or by any other agreement between the Company 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