Conversion Cap Sample Clauses
A Conversion Cap clause sets a maximum valuation at which convertible securities, such as convertible notes or SAFEs, can convert into equity during a future financing round. In practice, this means that if the company raises new funds at a high valuation, the holders of the convertible securities will convert their investment into shares as if the company were valued at no more than the cap amount, often resulting in a larger equity stake for the investor. This clause protects early investors by ensuring they receive a favorable conversion rate, even if the company’s valuation increases significantly before the next financing event.
POPULAR SAMPLE Copied 9 times
Conversion Cap. Notwithstanding anything contained herein to the contrary, the Corporation shall not prior to the Mandatory Conversion Date effect any conversion of the Mandatory Convertible Preferred Stock for shares of Common Stock, and a Holder shall not have the right to voluntarily convert any portion of the Mandatory Convertible Preferred Stock for shares of Common Stock, to the extent that after giving effect to the issuance of shares of Common Stock upon such conversion, any of such Holder, another person having beneficial ownership of such shares of Common Stock or any group of which such Holder or any such other person is a member (any such other person or group, an “Additional Beneficial Owner”), would beneficially own in excess of 9.99% of the outstanding shares of the Common Stock (such limitation, the “Conversion Cap”). Upon the request of a Holder, the Corporation shall promptly, and in any event within one trading day of such request, confirm to such Holder the number shares of Common Stock then outstanding. Prior to any conversion of the Mandatory Convertible Preferred Stock, each Holder shall either (x) certify to the Corporation that neither such Holder nor any Additional Beneficial Owner would beneficially own in excess of 9.99% of the outstanding shares of the Common Stock upon giving effect to such conversion or (y) identify to the Corporation each other person who would be, or would be a member of a group that would be, an Additional Beneficial Owner of any of such shares of the Common Stock as would be issued upon giving effect to such conversion and provide to the Corporation such other information as it shall reasonably request for the purpose of enforcing the Conversion Cap. The Conversion Cap may be terminated by a Holder with respect to such Holder upon 61 days’ advance written notice to the Corporation. For purposes of this Section 16, the number of shares of the Common Stock beneficially owned by any person shall be calculated in accordance with Rule 16a-1(a)(1) promulgated under the Exchange Act, or any successor rule, in each case giving effect to the Conversion Cap. In addition, “group” as used in this Section 16 has the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Any shares of Common Stock due to Holder that are not delivered due to the Conversion Cap shall be delivered within three (3) Business Days of Holder providing notice to the Corporation that such delivery will comp...
Conversion Cap. Notwithstanding anything to the contrary contained herein, unless shareholder approval has been obtained, the Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the shares of Common Stock underlying the Notes issued in the Exchange Agreement collectively would exceed 19.99% of the shares of Common Stock outstanding immediately prior to the Original Issue Date.
Conversion Cap. Notwithstanding anything to the contrary in this Note and the Indenture, (i) a “beneficial owner” (as determined pursuant to Section 13 of the Exchange Act) of the Notes shall not be entitled to convert any Notes, (ii) the Issuer shall not be entitled to settle any cash payments owing to any beneficial owner of Notes in shares of its Common Stock and (iii) shares of any acquiror (or successor) shall not be issued upon conversion pursuant to the adjustment mechanism contained in the Indenture or in connection with a transaction governed by the provisions of the Indenture or upon a Fundamental Change of Control to the extent, and only to the extent, such conversion or share settlement would cause such Person, together with its Affiliates, to become a beneficial owner of more than 9.9% of the issued and outstanding shares of Common Stock (or such equivalent shares of an acquiror or a successor) (the “Conversion Cap”).
Conversion Cap. Conversion Cap: four (4) Ordinary Shares for each unit of Convertible Debt converted or fourteen million (14,000,000) Ordinary Shares in aggregate.
Conversion Cap. The total amount of dollars converted by an Educational Support Professional under the Career Transition Trust program is capped at $10,000.
Conversion Cap. Notwithstanding any other provision in this Agreement to the contrary, the total number of shares issuable to Lender under this Agreement shall not be greater than the number of shares which would cause Lender’s total stock ownership in the Company to exceed 19.9% of the Company’s issued and outstanding Common Stock on the date any Loan Conversion is consummated (the “Conversion Cap”). In the event that Lender is prevented by the Conversion Cap from converting all outstanding Obligations into Preferred Stock or Common Stock on the date of conversion, all remaining Obligations that have not been converted shall be immediately repaid to Lender in cash as provided in Section 4 of this Agreement.
Conversion Cap. The Company and Purchasers agree, that pursuant to the terms of the Notes, the Company shall not issue any shares of Common Stock upon conversion of the Notes or otherwise pursuant to the terms of the Notes if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion of the Notes without breaching the Company’s obligations, if any, under the rules or regulations of the Trading Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of offerings under Nasdaq Listing Rule 5635(d), as applicable, the “Conversion Cap”). As of the Closing Date, the Conversion Cap is 1,826,197[1] shares of Common Stock.
Conversion Cap. Conversion Cap. The right of the Subscriber to convert the Convertible Debt shall be limited such that in no instance shall the maximum number of Ordinary Shares which the Subscriber (singularly or together with any Persons) may receive on any conversion of any units of Convertible Debt exceed four (4) Ordinary Shares for each unit of Convertible Debt converted or fourteen million (14,000,000) Ordinary Shares in aggregate on conversion of all the Convertible Debt issued to the Subscriber pursuant to Clause 2.1 (the foregoing being herein referred to as the “Conversion Cap”) provided however, that the Conversion Cap shall not apply to any forced or automatic conversion pursuant to this Agreement or the Conditions or if there shall have been an Event of Default which remains unremedied. The Company shall, promptly upon its receipt of a Notice of Conversion notify the Subscriber by telephone and by facsimile if it believes the conversion requested in such Notice of Conversion would result in the ownership by the Subscriber of Ordinary Shares in excess of the Conversion Cap.
Conversion Cap. Conversion Cap: [ ] ( ) Ordinary Shares for each unit of Debenture Stock converted or [ ] ( ) Ordinary Shares in aggregate.
Conversion Cap. The right of the Subscriber to convert the Preference Shares shall be limited such that in no instance shall the maximum number of Ordinary Shares which the Subscriber (singularly or together with any Persons) may receive on any conversion of the Preference Shares exceed [ ] ( ) Ordinary Shares for each Preference Share converted or ( ) Ordinary Shares in aggregate on conversion of all the Preference Shares issued to the Subscriber pursuant to Clause 2.1 (the foregoing being herein referred to as the “Conversion Cap”) provided however, that the Conversion Cap shall not apply to any forced or automatic conversion pursuant to this Agreement or the Conditions or if there shall have been an Event of Default which remains unremedied. The Company shall, promptly upon its receipt of a Notice of Conversion notify the Subscriber by telephone and by facsimile if it believes the conversion requested in such Notice of Conversion would result in the ownership by the Subscriber of Ordinary Shares in excess of the Conversion Cap.