Calculated Conversion Price; Alternative Conversion Price Sample Clauses
The "Calculated Conversion Price; Alternative Conversion Price" clause defines how the price at which a security converts into another form, such as equity, is determined under different circumstances. Typically, the calculated conversion price is set based on a formula or reference price, while the alternative conversion price may apply if certain events occur, such as a down round or failure to meet specific milestones. This clause ensures that both parties understand the mechanisms for adjusting conversion terms, protecting investors from unfavorable dilution and providing clarity on how conversion values are set in various scenarios.
Calculated Conversion Price; Alternative Conversion Price. The conversion price of this Note is ninety percent (90%) per share of the “Market Price.” For purposes of this Note, Market Price shall mean the lowest per-share at which a public trade for the Company’s Common Stock occurred during the twenty (20)-Trading Day period before the conversion (each, a “Calculated Conversion Price”). In the event that, within thirty (30) calendar days either before or after any conversion, the conversion price of which is based upon a Calculated Conversion Price, the Company consummates (in whole or in part) any financing (whether such financing is equity, equity-equivalent, or debt or any combination thereof and whether any portion of such financing is a derivative security) or for any other reason issues any shares of its Common Stock or any Common Stock Equivalents at a price less than the such most recent Calculated Conversion Price (the “Alternative Conversion Price”), regardless of when that note or instrument was originated, then, in respect of such conversion and at the option of the Holder, (i) if the conversion shall not then have yet occurred, then the Alternative Conversion Price shall be substituted for the Calculated Conversion Price and (ii) if the conversion shall already have occurred, then, within two Trading Days following the written request from the Holder therefor, the Company shall issue to the Holder that number of shares of Common Stock equivalent to the difference between the number of shares of Common Stock that had been issued using the Calculated Conversion Price and the number of shares of Common Stock that would have been issued using the Alternative Conversion Price.
Calculated Conversion Price; Alternative Conversion Price. Subject to the Alternative Conversion Price modality, below, the conversion price of this Note is one hundred two percent (102%) per share of the lowest per-share trading price during the twenty (20)-Trading Day-period before the conversion (each, a “Calculated Conversion Price”). In the event that, within ninety (90) calendar days either the conversion price of which is based upon a Calculated Conversion Price, the Company consummates (in whole or in part) any financing (whether such financing is equity, equity-equivalent, or debt or any combination thereof and whether any portion of such financing is a derivative security) or for any other reason issues any shares of its Common Stock or any Common Stock Equivalents at a price less than the such most recent Calculated Conversion Price (the “Alternative Conversion Price”), regardless of when that note or instrument was originated, then, in respect of such conversion and at the option of the Holder, (i) if the conversion shall not then have yet occurred, then the Alternative Conversion Price shall be substituted for the Calculated Conversion Price and (ii) if the conversion shall already have occurred, then, within two Trading Days following the written request from the Holder therefor, the Company shall issue to the Holder that number of shares of Common Stock equivalent to the difference between the number of shares of Common Stock that had been issued using the Calculated Conversion Price and the number of shares of Common Stock that would have been issued using the Alternative Conversion Price. The Holder shall be entitled to deduct Two Thousand and 00/100ths Dollars ($2,000.00) from the conversion amount in each Notice of Conversion to cover the Holder’s brokerage account deposit fees associated with each Notice of Conversion. Any additional expenses incurred by the Holder with respect to the Company’s transfer agent for the issuance of the Common Stock into which this Note is convertible shall immediately and automatically be added to the balance of the Note at such time as the expenses are incurred by the Holder.