Agreement not to Convert Clause Samples
An Agreement not to Convert clause prohibits one or more parties from converting certain securities, instruments, or interests into another form, such as shares or equity, during a specified period or under certain conditions. In practice, this means that holders of convertible notes or preferred shares, for example, are contractually barred from exercising their conversion rights until the restriction is lifted or expires. The core function of this clause is to provide stability and predictability in the ownership structure, preventing unexpected dilution or changes in control that could arise from premature conversions.
Agreement not to Convert. In further consideration of the Aggregate Purchase Price and the Fees, provided that the representations and warranties made by Buyer in Section 6 hereof are true and correct on the date of the stockholder meeting in connection with the approval of the Merger with the same effect as though made on such date and Buyer has complied in all material respects with its obligations set forth in this Agreement through such date, Seller hereby agrees it has not and will not exercise its Conversion Rights or, if it has already exercised its Conversion Rights, it hereby withdraws and revokes such exercise and will execute all necessary documents and take all actions required in furtherance of such revocation.
Agreement not to Convert. In further consideration of the Aggregate Purchase Price, the Seller hereby agrees he/it has not and will not exercise his/its Conversion Rights.
Agreement not to Convert. During the term of this Agreement and prior to the occurrence of a Regulatory Change, the Shareholder agrees that it shall not, and shall cause each Shareholder Affiliate not to, Convert shares of Convertible Preferred Stock Beneficially Owned by the Shareholder or any Affiliate into shares of Common Stock except to the extent any such shares of Convertible Preferred Stock are Converted (a) concurrently with the Transfer of such shares to any Person other than the Shareholder or any Shareholder Affiliate or (b) pursuant to the Shareholder's top-up rights as set forth in Section 3.3(a)(i)(B).
Agreement not to Convert. During the term of this Agreement each of Parent and the Shareholder agree that it shall not, and shall cause each Shareholder Affiliate not to, Convert any shares of Series D Preferred Stock Beneficially Owned by the Shareholder or any Affiliate into shares of Common Stock unless (x) the aggregate of the regular cash dividends for the fiscal year immediately prior to such Conversion which would have been payable with respect to all the shares of Common Stock issuable upon Conversion of one share of Series D Preferred Stock is greater than $0.925 (the "Conversion Threshold") and (y) such conversion would not have a material adverse effect on the exemptions from the 1935 Act of the Company or any of its subsidiaries or of Parent, the Shareholder or any Shareholder Affiliate. Special or extraordinary dividends shall not be taken into account in determining whether the Conversion Threshold has been met. Notwithstanding anything contained in this Section 4.7 to the contrary, the Shareholder may convert shares of Series D Preferred Stock into shares of Common Stock in connection with, and immediately prior to, a Transfer pursuant to subsections (a)-(c) and (e) of Section 4.3.
Agreement not to Convert. None of the Sellers shall voluntarily convert its Shares into common shares prior to September 26, 2002.
Agreement not to Convert. In exchange for not converting the Preferred Stock before July 1 2023, the Investor will be entitled to a total of additional shares of common stock upon the full conversion of the Preferred Stock. In exchange for not converting the Preferred Stock before October 1 2023, the Investor will be entitled to receive a total of additional shares of common stock upon the full conversion of the Preferred Stock. In exchange for not converting the Preferred Stock before January 1 2024, the Investor will be entitled to receive a total of additional shares of common stock upon the full conversion of the Preferred Stock. In exchange for not converting the Preferred Stock before April 1 2024, the Investor will be entitled to receive a total of additional shares of common stock upon the full conversion of the Preferred Stock, and in exchange for not converting the Preferred Stock before July 1 2024, the Investor will be entitled to receive additional shares of common stock upon the full conversion of the Preferred Stock. For clarification purposes only, the issuance of shares (the “Shares”) as provided in this Section 1 shall not be cumulative and the Investor shall only be entitled to one tranche of such shares depending upon the date of conversion of the Preferred Stock. The Company shall not effect any issuance of the Shares, to the extent that, after giving effect to the receipt of such Shares, the Investor, the together with such Investor’s affiliates (which for purposes of this agreement, shall include any employee of such Investor and any person having beneficial ownership of shares of common stock beneficially owned by the Investor), and any persons acting as a group together with such Investor or any of such Investor’s affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of common stock beneficially owned by such Investor and its Affiliates and Attribution Parties shall include the number of shares of common stock owned by such parties, but shall exclude the number of shares of common stock which are issuable upon exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Investor or any of its affiliates or Attribution Parties. Except as set forth i...
Agreement not to Convert. In further consideration of the Aggregate Purchase Price, Seller hereby agrees it has not and will not exercise its Conversion Rights with respect to the Shares or, if it has already exercised its Conversion Rights, it hereby agrees to withdraw and revoke such exercise and will execute all necessary documents and take all actions required in furtherance of such revocation.
Agreement not to Convert. ▇. ▇▇▇▇▇▇ hereby agrees that, until the shareholders of Sonic Foundry approve the issuance by Sonic Foundry of all of Burish’s currently owned and to be acquired shares of Series A Preferred Stock, as set forth in paragraph b below, Burish will waive his right to convert into Common Stock all or any of the Series A Preferred Stock currently owned or to be acquired by Burish.
b. The agreement of Burish to waive his right to convert all or any of his shares of Series A Preferred Stock into Common Stock contemplated hereby shall no longer be effective at such time as the shareholders of Sonic Foundry approve the issuance of all of Burish’s currently owned and to be acquired shares of Series A Preferred Stock. Sonic Foundry agrees to submit a proposal to its shareholders with respect to approval of such issuance at its next shareholders meeting. Burish and the Company both agree that the shares of Series A Preferred Stock held by Burish will not be voted with respect to approval of such issuance.
Agreement not to Convert. Each Noteholder hereby agrees that it will not seek or attempt to convert the Notes held by it into Class A Common Stock until the sixty-first day following the earlier of: (i) the date of the next shareholder meeting of the Company and (ii) the date that is six months after the Closing Date.
Agreement not to Convert. Purchaser agrees that it will not convert any of the Acquired Shares into the Company’s Class A Common Stock prior to December 31, 2009, and agrees that any certificate issued for the Acquired Shares may have legend placed thereon to the effect that the Acquired Shares are subject to the terms of this Agreement. After December 30, 2009, the Company agrees that it shall issue to the Purchaser a certificate representing the Acquired Shares without any such legend promptly upon request by the Purchaser, provided that any certificate originally issued for such shares is surrendered to the Company at the time such request is made.