Grouped Into 30 Collections of Similar Clauses From Business Contracts
This page contains Conversion clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Conversion. On the Maturity Date or Voluntary Prepayment Date, as the case may be, the Payee may, in its sole and absolute discretion, convert all or part of the principal and/or accrued interest of this Note into shares of common stock, par value $0.0001 per share (the "common stock"), of the Maker (the "Conversion Shares") at a per share conversion price equal to 90% of the volume weighted average price of a share of common stock for the five trading days immediately prior to, but not including, the Matur...ity Date or Voluntary Prepayment Date, as the case may be (the "Conversion Price"); provided, however, that the Maker shall not be required to issue, and the Payee may not elect to convert the principal and/or accrued interest of this Note into, an aggregate number of Conversion Shares that would exceed the maximum number of shares of common stock permitted by Section 312.03 of the New York Stock Exchange Listed Company Manual to be issued without a vote of the Maker's stockholders (such maximum number of shares, the "Exchange Cap"), unless the Maker's stockholders have approved the issuance of common stock pursuant to this Note in excess of the Exchange Cap in accordance with the applicable rules of the New York Stock Exchange. The Payee shall provide the Maker with a written notice of the amount of the principal and/or accrued interest of this Note it wants to convert at least two business days prior to the Maturity Date or Voluntary Prepayment Date, as the case may be (with any remaining principal and accrued interest to be paid in lawful money of the United States, by wire transfer, to the account of the Payee as designed by the Payee in the written notice of conversion). As promptly as practicable after the Maker's receipt of such notice and the Payee's surrender of the Note to the Maker, the Maker (at its expense) will issue to the Payee the Conversion Shares.View More
Conversion. On the Maturity Date or Voluntary Prepayment Date, as the case may be, the Payee may, in its sole and absolute discretion, convert all or part of the outstanding principal and/or accrued interest of this Note into shares of common stock, par value $0.0001 per share (the "common stock"), stock of the Maker (the "Conversion Shares") at a per share conversion price equal to 90% of the volume weighted average price of a share of common stock of the Maker for the five trading days immediately prior t...o, but not including, to the Maturity Date or Voluntary Prepayment Date, as the case may be (the "Conversion Price"); provided, however, that the Maker shall not be required to issue, and the Payee may not elect to convert the principal and/or accrued interest of this Note into, an aggregate number of Conversion Shares that would exceed the maximum number of shares of common stock permitted by Section 312.03 of the New York Stock Exchange Listed Company Manual to be issued without a vote of the Maker's stockholders (such maximum number of shares, the "Exchange Cap"), under applicable listing rules, unless the Maker's stockholders have approved the such issuance of common stock pursuant to this Note in excess of the Exchange Cap in accordance with the applicable rules of the New York Stock Exchange. listing rules. The Payee shall provide the Maker with a written notice of the amount of the principal and/or accrued interest of this Note it wants to convert at least two business days prior to the Maturity Date or Voluntary Prepayment Date, as the case may be (with any remaining principal and accrued interest to be paid in lawful money of the United States, by wire transfer, to the account of the Payee as designed by the Payee in the written notice of conversion). As promptly This Note does not entitle the Payee to any voting rights or other rights as practicable after the Maker's receipt of such notice and the Payee's surrender a stockholder of the Maker except upon conversion of this Note to the Maker, the Maker (at its expense) will issue to (if at all). The Payee hereby represents and warrants that the Payee is, and at the time of conversion of this Note into Conversion Shares. Shares (if at all), the Payee will be an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. View More
Conversion. This Note is convertible into units (the "Units") pursuant to the terms set forth below. Each Unit is comprised of one share of common stock of the Company (the "Conversion Share") and one warrant to purchase one common share of the Company (the "Conversion Warrant"). The shares of common stock issued upon exercise of the Conversion Warrant are the "Warrant Shares." The form of Conversion Warrant is attached hereto as Exhibit A. 3.1 Mandatory Conversion. The outstanding principal balance of this... Note, together with interest hereon shall convert into Units on the earlier to occur of (the "Mandatory Conversion Date"): (a) the date of execution of that certain ground lease to be executed in connection with the previously announced agreement to develop a project in Las Vegas, Nevada, provided that such conversion of the Series Notes would not result in the issuance of more than 6,563,389 shares of the Company's common stock (including the Warrant Shares issuable upon exercise of the Conversion Warrants); and (b) the date the Company obtains stockholder approval to issue more than 6,563,389 shares of the Company's common stock in accordance with the rules of the Nasdaq Capital Market. The Note shall convert into Units based on a conversion price of the lesser of: (i) $0.21 per Unit; and (ii) the three-day volume weighted average closing price ("VWAP") of the Company's common stock beginning on the date that is two days prior to the Mandatory Conversion Date. Each Conversion Warrant will be exercisable at a price of $0.50 per share for a period of one year from the Mandatory Conversion Date. 3.2 Restricted Shares. This Warrant, the Units, the Conversion Shares, the Conversion Warrants, and the Warrant Shares (the "Securities") will be restricted securities which may not be sold or otherwise transferred unless they have been registered under the 1933 Act or unless the Company is satisfied that any proposed transfer is exempt from registration under the 1933 Act. As such, there shall be noted with respect to the Securities being acquired by Holder a legend such as the following setting forth the restrictions on transferability of such shares: THE securities REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE securities MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION BY COUNSEL TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.View More
Conversion. This Note is convertible into units (the "Units") Units pursuant to the terms set forth below. Each Unit is comprised of one share of common stock of the Company (the "Conversion Share") Shares") and one warrant to purchase one common share of the Company (the "Conversion Warrant"). The shares of common stock issued upon exercise of the Conversion Warrant are the "Warrant Shares." The form of Conversion Warrant is attached hereto as Exhibit A. 3.1 Mandatory Conversion. The At such time when the ...Company has sufficient shares of common stock authorized, and in accordance with Nasdaq Rule 5635(d), the stockholders holding a majority of the common stock represented at the 2022 AGM approves the issuance of shares of common stock to be issued upon conversion of this Note in an amount that exceeds 20% of the outstanding shares of common stock or voting power of the Company outstanding before the offering of these Notes (the "Authorization Date"), the outstanding principal balance of this Note, together with interest hereon through the Authorization Date, shall convert into Units on effective upon the earlier to occur of Authorization Date (the "Mandatory Conversion Date"): (a) the date of execution of that certain ground lease to be executed in connection with the previously announced agreement to develop a project in Las Vegas, Nevada, provided that such conversion of the Series Notes would not result in the issuance of more than 6,563,389 shares of the Company's common stock (including the Warrant Shares issuable upon exercise of the Conversion Warrants); and (b) the date the Company obtains stockholder approval to issue more than 6,563,389 shares of the Company's common stock in accordance with the rules of the Nasdaq Capital Market. Conversion"). The Note shall convert into Units based on a conversion price of the lesser of: (i) $0.21 (a) $0.55 per Unit; and (ii) (b) the three-day volume weighted average closing price ("VWAP") of the Company's common stock beginning on the date that is two days prior to stockholder approval at the Mandatory Conversion Date. 2022 AGM. Each Conversion Warrant will be exercisable at a the same price of $0.50 per share for a period of one year from the Mandatory Conversion Date. as determined above. 3.2 Restricted Shares. This Warrant, the Units, the Conversion Shares, the Conversion Warrants, Warrant, and the Warrant Shares (the "Securities") will be restricted securities which may not be sold or otherwise transferred unless they have been registered under the 1933 Act or unless the Company is satisfied that any proposed transfer is exempt from registration under the 1933 Act. As such, there shall be noted with respect to the Securities being acquired by Holder a legend such as the following setting forth the restrictions on transferability of such shares: THE securities REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE securities MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION BY COUNSEL TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. View More
Conversion. On the Maturity Date, Maker shall pay the Payee in cash in an amount equal to the outstanding principal amount of Note; provided, however, that upon the written election of the Payee in its sole discretion, the Maker shall convert the outstanding principal balance under the Note into private placement units ("Private Units", each a "Private Unit") at a conversion price equal to $10 per unit, with each Private Unit consisting of one share of the Maker's common stock and one right to receive one-t...enth (1/10) of a share of the Maker's common stock upon the consummation of an initial business combination, as described in the Maker's final prospectus filed pursuant to Rule 424(b)(4) with the U.S. Securities and Exchange Commission on July 1, 2022.View More
Conversion. On the Maturity Date, Maker shall pay the Payee in cash in an amount equal to the outstanding principal amount of Note; provided, however, that upon the written election of the Payee in its sole discretion, the Maker shall convert the outstanding principal balance under the Note into private placement units ("Private Units", each a "Private Unit") at a conversion price equal to $10 per unit, with each Private Unit consisting of one share of the Maker's common stock and one right to receive one-t...enth (1/10) of a share of the Maker's common stock upon the consummation of an initial business combination, as described in the Maker's final prospectus as filed pursuant to Rule 424(b)(4) with the U.S. Securities and Exchange Commission SEC on July 1, 2022. View More
Conversion. (a) Optional Conversion. The Series B Preferred Stock shall not be convertible at the option or election of the Holder into Class A Common Stock of the Corporation until January 1, 2024. Thereafter, but subject at all times to the provisions of Section 10 below, the Series B Preferred Stock may be converted, in whole or in part, at the option of any one or more Holder into shares of Class A Common Stock of the Corporation (the "Conversion Shares") at the Conversion Price per share set forth in S...ection 6(c) below. (b) Mandatory Conversion. Notwithstanding the provisions of Section 6(a) or any other provision of this Certificate (but subject at all times to the provisions of Section 10 below) in the event that the volume weighted average price ("VWAP") of the Corporation's Class A Common Stock, as traded on the Nasdaq Capital Market ("Nasdaq") or other recognized securities exchange in the United States, for any twenty (20) consecutive trading days shall exceed two hundred percent (200%) of the Conversion Price then in effect (a "Mandatory Conversion Event"), then and in such event, all of the outstanding shares of Series B Preferred Stock shall automatically, and without any further action on the part of the Holders, convert into shares of the Corporation's Class A Common Stock at such Conversion Price. (c) Conversion Price. The conversion price of the Series B Preferred Stock shall be $_____1 (the "Conversion Price"). Such Conversion Price shall subject to adjustment pursuant to Section 8 below. Each share of Series B Preferred Stock shall be convertible into that number of shares of Class A Common Stock as shall be determined by dividing (i) $10.00 by (ii) the Conversion Price then in effect.View More
Conversion. (a) Optional Conversion. The Series B C Preferred Stock shall not be convertible at the option or election of the Holder into Class A Common Stock of the Corporation until January 1, 2024. 2026. Thereafter, but subject at all times to the provisions of Section 10 below, the Series B C Preferred Stock may be converted, in whole or in part, at the option of any one or more Holder into shares of Class A Common Stock of the Corporation (the "Conversion Shares") at the Conversion Price per share set ...forth in Section 6(c) below. (b) Mandatory Conversion. Notwithstanding the provisions of Section 6(a) or any other provision of this Certificate (but subject at all times to the provisions of Section 10 below) in the event that the volume weighted average price ("VWAP") of the Corporation's Class A Common Stock, as traded on the Nasdaq Capital Market ("Nasdaq") or other recognized securities exchange in the United States, for any twenty (20) consecutive trading days shall exceed two hundred percent (200%) of the Conversion Price then in effect (a "Mandatory Conversion Event"), then and in such event, all of the outstanding shares of Series B C Preferred Stock shall automatically, and without any further action on the part of the Holders, convert into shares of the Corporation's Class A Common Stock at such Conversion Price. (c) Conversion Price. The conversion price of the Series B C Preferred Stock shall be $_____1 (the "Conversion Price"). Such Conversion Price shall subject to adjustment pursuant to Section 8 below. Each share of Series B C Preferred Stock shall be convertible into that number of shares of Class A Common Stock as shall be determined by dividing (i) $10.00 by (ii) the Conversion Price then in effect. View More
Conversion. The outstanding Principal Amount of the Promissory Note, as Holder may have advanced to Borrower under the Promissory plus any accrued and unpaid interests (the "Obligation"), may be converted "Convertible Note"), as follows: 3.1 Definitions. As used in this Promissory Note, the following capitalized terms have the following meanings: (a) "Equity Securities" shall mean the Borrower's common stock, $0.001 par value per share, that is issued and sold to investors in the Offering. (b) "Equity Secur...ities Price" shall mean the cash price per share of the Equity Securities paid by purchasers in the Offering. (c) "Equity Securities Conversion Price" shall be equal to the Equity Securities Price. (d) "Offering" shall mean the closing of a transaction in which the Borrower sells and issues up to $1,000,000 in Equity Securities, whether in a private or public offering, occurring on or after December 31, 2019. 3.2 Conversion at the Option of the Holder. At any time upon the consummation of the Offering and before the Maturity Date, at Holder's option and upon five (5) days prior written notice to the Borrower ("Conversion Notice"), may convert in whole or in part the outstanding Obligation into a number of shares of the Equity Securities calculated by dividing (x) the Obligations under the Promissory Note, by (y) an amount equal to the Equity Securities Conversion Price. At the Borrower's election, the issuance of such shares of the Equity Securities upon conversion of this Note shall be contingent upon execution and delivery by the Purchaser of all necessary documents entered into by other purchasers of the Equity Securities, including without limitation a definitive purchase agreement and related documents. 3.3 Mechanics of Conversion. As promptly as practicable after the conversion of this Promissory Note, this Promissory Note shall be cancelled, and the Borrower will issue and deliver to the Holder a certificate or certificates representing the full number of shares of Equity Securities issuable upon such conversion (and the issuance of such certificate or certificates shall be made without charge to the Holder for any issuance in respect thereof or other cost incurred by the Borrower in connection with such conversion and the related issuance of shares); provided, however, if less than all of the outstanding Obligation is converted pursuant to Section 3.2, the Company will additionally deliver to the Holder an amended and restated Promissory Note, containing an original principal amount equal to that portion of the then-outstanding principal amount not converted containing the other terms and provisions of this Section 3.2 and otherwise in form and substance reasonably satisfactory to the Holder. No fractional shares of Equity Securities or scrip representing a fraction of a shares of the Equity Securities will be issued upon conversion, but the number of such shares issuable shall be rounded up to the nearest whole share. 3.4 Reserved Amount. The Borrower agrees that until the repayment or conversion of this Promissory Note in full, the Borrower will reserve from its authorized and unissued Equity Securities a sufficient number of shares, free of preemptive rights, to provide for the issuance of the shares of Equity Securities upon full conversion of this Note. 2 3.5 Adjustments. If the Borrower at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise), its outstanding shares of Equity Securities into a greater number of shares, the conversion price in effect immediately prior to such subdivision will be proportionately reduced, and if the Borrower at any time combines (by reverse stock split, recapitalization or otherwise) its outstanding shares of Equity Securities into a smaller number of shares, the conversion price in effect immediately prior to such combination will be proportionately increased.View More
Conversion. The outstanding Principal Amount of the Promissory Note, as Holder may have advanced to Borrower under the Promissory plus any accrued and unpaid interests (the "Obligation"), may be converted "Convertible Note"), as follows: 3.1 Definitions. As used in this Promissory Note, the following capitalized terms have the following meanings: (a) "Equity Securities" shall mean the Borrower's Flux Power Holdings, Inc. ("Issuer") common stock, $0.001 par value per share, that is issued and sold to investo...rs in the Offering. (b) "Equity Securities Price" shall mean the cash price per share of the Equity Securities paid by purchasers in the Offering. (c) "Equity Securities Conversion Price" shall be equal to the Equity Securities Price. (d) "Offering" shall mean the closing of a transaction in which the Borrower Issuer sells and issues up to $1,000,000 in Equity Securities, whether in a private or public offering, occurring on or after December 31, 2019. 3.2 Conversion at the Option of the Holder. At any time upon the consummation of the Offering and before the Maturity Date, the Holder, at Holder's option and upon five (5) days prior written notice to the Borrower Issuer ("Conversion Notice"), may convert in whole or in part the outstanding Obligation into a number of shares of the Equity Securities calculated by dividing (x) the Obligations under the Promissory Note, by (y) an amount equal to the Equity Securities Conversion Price. At the Borrower's Issuer's election, the issuance of such shares of the Equity Securities upon conversion of this Note shall be contingent upon execution and delivery by the Purchaser of all necessary documents entered into by other purchasers of the Equity Securities, including without limitation a definitive purchase agreement and related documents. 3.3 Mechanics of Conversion. As promptly as practicable after the conversion of this Promissory Note, this Promissory Note shall be cancelled, and the Borrower Issuer will issue and deliver to the Holder a certificate or certificates representing the full number of shares of Equity Securities issuable upon such conversion (and the issuance of such certificate or certificates shall be made without charge to the Holder for any issuance in respect thereof or other cost incurred by the Borrower Issuer in connection with such conversion and the related issuance of shares); provided, however, if less than all of the outstanding Obligation is converted pursuant to Section 3.2, the Company will additionally deliver to the Holder an amended and restated Promissory Note, containing an original principal amount equal to that portion of the then-outstanding principal amount not converted containing the other terms and provisions of this Section 3.2 and otherwise in form and substance reasonably satisfactory to the Holder. No fractional shares of Equity Securities or scrip representing a fraction of a shares of the Equity Securities will be issued upon conversion, but the number of such shares issuable shall be rounded up to the nearest whole share. 2 3.4 Reserved Amount. The Borrower Issuer agrees that until the repayment or conversion of this Promissory Note in full, the Borrower Issuer will reserve from its authorized and unissued Equity Securities a sufficient number of shares, free of preemptive rights, to provide for the issuance of the shares of Equity Securities upon full conversion of this Note. 2 3.5 Adjustments. If the Borrower Issuer at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise), its outstanding shares of Equity Securities into a greater number of shares, the conversion price in effect immediately prior to such subdivision will be proportionately reduced, and if the Borrower Issuer at any time combines (by reverse stock split, recapitalization or otherwise) its outstanding shares of Equity Securities into a smaller number of shares, the conversion price in effect immediately prior to such combination will be proportionately increased. View More
Conversion. 6.1 Conversion. The Lender will choose, in its sole discretion, at the time of an Advance, as to whether the Advance will or will not be convertible in accordance with this Section 6 (each such Advance, a "Convertible Advance") and will provide notice of its decision to the Company at the time of the Advance. If the Lender does not provide such notice to the Company, the Advance will not be convertible. At any time and from time to time during the period when there are funded Convertible Advance...s outstanding, following delivery of a Conversion Notice, the Lender at its sole discretion may convert all or a part of the outstanding Loan (up to a maximum amount equal to the total amount of Convertible Advances plus interest thereon, together with all accrued and unpaid interest thereon), into Common Shares at a price per Common Share equal to the applicable Fixed Conversion Price. The parties hereby agree that all Advances outstanding as of the date shall be deemed Convertible Advances. 7 6.2 Delivery of Stock Certificates. As promptly as practicable, if requested by the Lender, the Company at its expense will issue and deliver to the Lender a certificate or certificates for the number of full Common Shares issuable upon such conversion. 6.3 Fractional Shares. No fractional shares of common stock shall be issued upon any conversion pursuant to Section 6.1 or issuance pursuant to Section 5.1. If the issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share, up or down, as applicable, to the nearest whole share. 6.4 Dividend Protection. Immediately following any communication to the Company of the Lender's intention to exercise any of its conversion rights hereunder, the Lender shall thereafter be entitled to receive the cash value of any dividends issued by the Company, at an amount equal to (x) the number of Common Shares that would have been delivered to the Lender at the applicable Fixed Conversion Price, multiplied by (y) the dividend percentage per Common Share.View More
Conversion. 6.1 Conversion. The Lender will choose, in its sole discretion, at the time of an Advance, as to whether the Advance will or will not be convertible in accordance with this Section 6 (each such Advance, a "Convertible Advance") and will provide notice of its decision to the Company at the time of the Advance. If the Lender does not provide such notice to the Company, the Advance will not be convertible. At any time and from time to time during the period when there are funded Convertible Advance...s outstanding, following delivery of a Conversion Notice, the Lender at its sole discretion may convert all or a part of the outstanding Loan (up to a maximum amount equal to the total amount of Convertible Advances plus interest thereon, Loan, together with all accrued and unpaid interest thereon), thereon, into Common Shares at a price per Common Share equal to the applicable Fixed Conversion Price. The parties hereby agree that all Advances outstanding as of the date shall be deemed Convertible Advances. 7 6 6.2 Delivery of Stock Certificates. As promptly as practicable, if requested by the Lender, the Company at its expense will issue and deliver to the Lender a certificate or certificates for the number of full Common Shares issuable upon such conversion. 6.3 Fractional Shares. No fractional shares of common stock shall be issued upon any conversion pursuant to Section 6.1 or issuance pursuant to Section 5.1. If the issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share, up or down, as applicable, to the nearest whole share. 6.4 Dividend Protection. Immediately following any communication to the Company of the Lender's intention to exercise any of its conversion rights hereunder, the Lender shall thereafter be entitled to receive the cash value of any dividends issued by the Company, at an amount equal to (x) the number of Common Shares that would have been delivered to the Lender at the applicable Fixed Conversion Price, multiplied by (y) the dividend percentage per Common Share. View More
Conversion. Upon written notice delivered by the Majority Note Holders to the Company not more than five (5) days following the Maturity Date (such notice, the "Election Notice"), the Majority Note Holders shall have the right, but not the obligation, on behalf of themselves and all other Holders, to elect to convert the entire unpaid principal amount of all, but not less than all, of the Notes (including this Note) and the accrued and unpaid interest thereon into such number of shares of Common Stock as is... equal to, with respect to each Note: (x) the entire unpaid principal amount of such Note and the accrued and unpaid interest thereon on the date of the delivery of the Election Notice by (y) $0.18 (such price, the "Conversion Price", and the number of shares of Common Stock to be issued pursuant to the foregoing formula, the "Conversion Shares") or (z) $5.00 (such price, the "Conversion Price for EdgePoint", and the number of shares of Common Stock for EdgePoint to be issued to the foregoing formula, the "Conversion Shares for EdgePoint"). EdgePoint being an AI spinout of Mateon for AI/BlockChain for manufacturing with 5M USD/1M shares in premoney valuation. For the avoidance of doubt, if the Majority Note Holders do not deliver an Election Notice as provided in this Section 3, then the Notes shall due and payable on the Maturity Date in cash pursuant to their terms.View More
Conversion. Upon written notice delivered by the Majority Note Holders to the Company not more than five (5) days following the Maturity Date (such notice, the "Election Notice"), the Majority Note Holders shall have the right, but not the obligation, on behalf of themselves and all other Holders, to elect to convert the entire unpaid principal amount of all, but not less than all, of the Notes (including this Note) and the accrued and unpaid interest thereon into such number of shares of Common Stock as is... equal to, with respect to each Note: (x) the entire unpaid principal amount of such Note and the accrued and unpaid interest thereon on the date of the delivery of the Election Notice by (y) $0.18 (such price, the "Conversion Price", and the number of shares of Common Stock to be issued pursuant to the foregoing formula, the "Conversion Shares") or (z) $5.00 (such price, the "Conversion Price for EdgePoint", and the number of shares of Common Stock for EdgePoint to be issued to the foregoing formula, the "Conversion Shares for EdgePoint"). EdgePoint being an AI spinout of Mateon for AI/BlockChain for manufacturing with 5M USD/1M shares in premoney valuation. For the avoidance of doubt, if the Majority Note Holders do not deliver an Election Notice as provided in this Section 3, then the Notes shall due and payable on the Maturity Date in cash pursuant to their terms. Shares"). View More
Conversion. (a) Optional Conversion. On or after the date that is six (6) months after the date hereof, all or a portion of the outstanding principal and any accrued but unpaid interest hereunder (the "Conversion Amount") shall be convertible, at the option of the Holder upon notice to the Company, into shares of the Class A Common Stock, par value $0.01 per share (the "Class A Stock"), of the Company, at a conversion price equal to the 30-Day VWAP of the Class A Stock determined as of the Conversion Date. ...The "Conversion Date" shall be the fifth (5th) Business Day after the date on which the Holder gives notice of such conversion. (b) Conversion Procedure; Effect of Conversion. If this Note is to be converted pursuant to Section 5(a), the 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) for cancellation. Upon conversion of this Note in part, the Company shall reissue the Holder a replacement note in an amount equal to the aggregate of the outstanding amount and accrued but unpaid interest not included in the Conversion Amount. Upon conversion of this Note in full and the payment of the amounts specified in this section, the Company shall be forever released from all of 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. (a) Optional Conversion. On or At any time after the date that is six (6) months after the date issuance hereof, but subject to Section 5(c), all or a portion of the outstanding principal and any accrued but unpaid interest hereunder (the "Conversion Amount") shall be convertible, at the option of the Holder upon notice to the Company, into shares of the Class A Common Stock, par value $0.01 per share (the "Class A Stock"), of the Company, at a conversion price equal to the 30-Day VWAP of the Cl...ass A Stock determined as of the Conversion Date. Date (the "Conversion Price"); provided that, in no event shall the Conversion Price be less than $0.50 per share of Class A Stock. The "Conversion Date" shall be the fifth (5th) Business Day after the date on which the Holder gives notice of such conversion. (b) Conversion Procedure; Effect of Conversion. If this Note is to be converted pursuant to Section 5(a), the 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) for cancellation. Upon conversion of this Note in part, the Company shall reissue the Holder a replacement note in an amount equal to the aggregate of the outstanding amount and accrued but unpaid interest not included in the Conversion Amount. Upon conversion of this Note in full and the payment of the amounts specified in this section, the Company shall be forever released from all of 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. (c) Limitation on Conversion. Notwithstanding anything herein to the contrary, no shares of Class A Stock may be issued in connection with the conversion of this Note unless such issuance upon conversion receives the prior approval of the shareholders of the Company. Unless such shareholder approval is obtained, this Note shall not be convertible, and the Company shall instead either (x) repay this Note in cash or (y) obtain shareholder approval of the issuance of shares of Class A Stock prior to the issuance thereof. For the avoidance of doubt, this Section 5(c) shall be void and have no further effect immediately following such time as shareholders of the Company approve the issuance of shares of Class A Stock pursuant to the conversion of this Note. View More
Conversion. The Series K Preferred Stock are not convertible into shares of any other class or series of the corporation's capital stock or any other security.
Conversion. The Series K L Preferred Stock are not convertible into shares of any other class or series of the corporation's capital stock or any other security.
