Conversion Contract Clauses (1,460)

Conversion. 3.1. Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, including without limitation until any Optional Prepayment Date (even if Lender has received an Optional Prepayment Notice), at its election, to convert (each instance of conversion is referred to herein as a "Conversion") all or any part of the Outstanding Balance into shares ("Conversion Shares") of fully paid and non-assessable common stock, $0.0001 par value p...er share ("Common Stock"), of Borrower as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the "Conversion Amount") divided by the Conversion Price (as defined below). Conversion notices in the form attached hereto as Exhibit A (each, a "Conversion Notice") may be effectively delivered to Borrower by any method of Lender's choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), and all Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any Conversion to Lender in accordance with Section 8 below. 3.2. Conversion Price. Subject to the adjustments set forth herein, the conversion price (the "Conversion Price") for each Conversion shall be equal to 65% (the "Conversion Factor") multiplied by the average of the two (2) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable Conversion. Additionally, if at any time after the Effective Date, Borrower is not DWAC Eligible, then the then-current Conversion Factor will automatically be reduced by 5% for all future Conversions. If at any time after the Effective Date, the Conversion Shares are not DTC Eligible, then the then-current Conversion Factor will automatically be reduced by an additional 5% for all future Conversions. Finally, in addition to the Default Effect, if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example, the first time Borrower is not DWAC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 65% to 60% for purposes of this example. Following such event, the first time the Conversion Shares are no longer DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 60% to 55% for purposes of this example. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(a), then for purposes of this example the Conversion Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major Default. View More

Conversion. The Series E Preferred Units shall not be convertible into or exchangeable for any other property or securities of the Partnership or any other entity.

Conversion. At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Amended and Restated Note (or any portion thereof), up to $1,250,000 in the aggregate, may be converted into warrants to purchase shares of Class A common stock of the Maker ("Common Stock") at a conversion price (the "Conversion Price") equal to $1.50 per warrant ("Warrants"); provided, that the optional conversion pursuant to this Section 5 shall be reduced (the "Reduction") so that the... aggregate amount to be converted by (i) Payee and (ii) TJF, LLC ("TJF") under that certain Amended and Restated Note Convertible Promissory Note, dated as of March 28, 2023, between TJF and the Maker, shall not exceed $1,500,000. If the Reduction occurs, such reduction shall be applied to TJF and Payee on an equal basis. If the Payee elects such conversion, the terms of such Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee in the private placement that closed on March 29, 2021 (the "Private Placement Warrants") in connection with the Maker's initial public offering that closed on March 29, 2021 (the "IPO"); provided, however, that the Warrants shall not be subject to forfeiture in connection with the Business Combination and that each Warrant shall entitle the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants made after the date of issuance of the Private Placement Warrants. Before this Amended and Restated Note may be converted under this Section 5(a), the Payee shall surrender this Amended and Restated Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal of this Amended and Restated Note to be converted and the name or names in which the certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of such Warrants with the Maker's transfer agent). The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Amended and Restated Note and the person or persons entitled to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall include a restricted legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and shares of Common Stock issuable upon exercise of the Warrants shall constitute "Registrable Securities" pursuant to that certain Registration Rights Agreement, dated March 23, 2021, among the Maker, the Payee and certain other security holders named therein. 2 (b) Remaining Principal. All accrued and unpaid principal of this Amended and Restated Note that is not then converted into Warrants, shall continue to remain outstanding and to be subject to the conditions of this Amended and Restated Note. (c) Fractional Warrants; Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Amended and Restated Note. In lieu of any fractional Warrants to the Payee upon conversion of this Amended and Restated Note, the Maker shall pay to the Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this Amended and Restated Note in full and the payment of any amounts specified in this Section 5(c), this Amended and Restated Note shall be cancelled and void without further action of the Maker or the Payee, and the Maker shall be forever released from all its obligations and liabilities under this Amended and Restated Note. View More

Conversion. Holder may, at its sole option, convert all or any portion of the accrued interest and unpaid principal balance of this Note into fully paid and non- assessable shares of common stock of the Maker at the conversion price of $.00225 per share (the "Conversion Price"). The number of shares of common stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in ...the notice of conversion given by Holder (the "Notice of Conversion"), delivered to the Maker by the Holder on such conversion date (the "Conversion Date"). The term "Conversion Amount" means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder's option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date. 4. Registration Rights. The shares of Maker's common stock issuable upon exercise by Holder of its conversion rights pursuant to section 3 above are entitled to piggy back Registration Rights on any filings made by the Maker. View More

Conversion. This Warrant shall not be exercisable on a "net exercise" basis, and the exercise price for this warrant shall always be paid in cash. In the event of a Change of Control transaction prior to the termination of this Warrant the Company shall notify the Holder of such transaction at least ten (10) days in advance and provide the Holder with the opportunity to exercise this Warrant.

Conversion. Holder shall have the right at any time to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of common stock of the Maker, at the conversion price (the "Conversion Price") determined as provided herein (a "Conversion"). The number of shares of common stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in eff...ect on the date specified in the notice of conversion given by Holder (the "Notice of Conversion"), delivered to the Maker by the Holder on such conversion date (the "Conversion Date"). The term "Conversion Amount" means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder's option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date. The Conversion Price shall equal Sixty-five percent (65%) of the Market Price (as defined herein). "Market Price" means the average of the lowest three (3) Trading Prices (as defined below) for the Maker's common stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Trading Price" means the closing bid price on the electronic quotation system operated by OTC Markets, Inc., on the OTCQB or OTC Pink market tier, as applicable, as reported by a reliable reporting service ("Reporting Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the electronic quotation system operated by OTC Markets, Inc. is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Maker and the Holder. "Trading Day" shall mean any day on which the Maker's common stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Maker's common stock is then being traded. View More

Conversion. (a) Mandatory Conversion Upon Qualified Financing. In the event of the sale or series of sales of securities to non-current stockholders, other than a note (the "MTF New Note") issued concurrently herewith to The Musculoskeletal Transplant Foundation, by the Company after the date hereof which results in gross proceeds to the Company in the aggregate amount of at least five million dollars ($5,000,000) (a "Qualified Financing"), the outstanding Principal Amount of this Note together with any acc...rued but unpaid interest shall be converted into the same securities issued in the Qualified Financing (the "QF Securities") at a conversion price which will be the purchase price per share or per unit based on the actual pre-money valuation used in determining the purchase price for the QF Securities. The Company shall provide notice to Holder at least seven (7) days prior to the closing of a Qualified Financing as to the number of shares or units Holder would receive. In conjunction with the conversion, Holder shall become a party to and shall execute all definitive agreements subject to the Qualified Financing (as defined below) (the "Qualified Financing Agreements"). (b) Optional Conversion Prior to Qualified Financing. At any time prior to the Maturity Date or a conversion pursuant to Section 3(a), at the option of the Holder, the outstanding Principal Amount of this Note and accrued interest may be converted into shares of the Common Stock of the Company at a conversion price of $1.00 per share. 1 (c) Other Mandatory Conversion. If this Subordinated Note has not been paid or converted prior to the Maturity Date, the outstanding Principal Amount of this Subordinated Note and accrued interest shall be automatically converted into shares of Common Stock of the Company at a conversion price of $1.00 per share. (d) QF Securities. In the case of a conversion pursuant to Section 3(a), if the QF Securities are senior securities, including Preferred Stock, then the number of shares of such senior securities to be received shall be calculated based on the conversion price of the senior securities. (e) Conversion Procedure. Upon conversion, Holder shall surrender this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the holder agrees to indemnify the Company from any loss incurred by it in connection with this Note). If the conversion is pursuant to Section 3(a), Holder shall then execute and deliver to the Company the Qualified Financing Agreements. Upon conversion of this Note in full, the Company shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Company for cancellation. View More

Conversion. While this Note remains outstanding and at any time no later than fifteen (15) days of receiving payment of any principal due hereunder, whether such payment of principal is made when due, as a prepayment, or otherwise, the Payee shall have the right to convert all or any portion of any such payment and/ or the outstanding principal balance of this Note into common stock of the Maker at a price of $3 per share, or such lower price at which the Maker has issued stock subsequent to the date hereof.... Conversion shall not be construed as Prepayment under section 4 of this Note. View More

Conversion. As of the Effective Date, MELTEC hereby elects to exchange one hundred and fifty-six thousand (156,000) shares of Series A Preferred Stock and three hundred and seventy-five thousand (375,000) shares of Series B Preferred Stock (the "MELTEC Preferred Stock") into one thousand seven hundred and fifteen (1,715) shares of newly created Series C Preferred Stock (the "NEW Preferred Stock"), which has the features contained in the Certificate of Designation, in the form and substance to that attached ...hereto as Exhibit "A." LAHO accepts the conversion of the MELTEC Preferred Stock for the NEW Preferred Stock. View More

Conversion. Subject to and in compliance with, the provisions contained herein, the Holder is entitled, at its option, at any time prior to the Maturity Date, to convert the Outstanding Principal of this Note plus all unpaid and accrued Outstanding Interest payable under this Note from the Issuance Date, into fully paid and nonassessable shares of Common Stock of the Borrower (the "Shares"). Such conversion shall be effected at the rate equal to the lesser of (i) $0.25 per Share; or (ii) the price of any co...nvertible debt or equity funding (including the purchase of PPCO (as defined below) and DMRJ Group I, LLC, a Delaware limited liability company's interest by any third party). No fractions of Shares will be issued on conversion. 2.2 Mechanics and Effect of Conversion. In order to exercise the voluntary conversion provided by Section 2.1 above, the Holder shall submit a complete and executed copy of the Notice of Conversion to the Borrower. The Note the Holder shall also deliver to the Borrower the original executed Note as a condition to receiving a certificate or certificates evidencing the securities issued to the Holder pursuant to the voluntary conversion provided by Section 2.1 above. View More