Conversion Conditions Sample Clauses
The Conversion Conditions clause defines the specific requirements and circumstances under which a financial instrument, such as a convertible note or preferred shares, may be converted into another form of equity, typically common shares. This clause outlines the triggering events—such as a qualified financing round, maturity date, or company sale—that must occur for conversion to take place, and may specify conversion ratios, valuation caps, or other relevant terms. Its core practical function is to provide clear guidelines for both parties, ensuring predictability and fairness in how and when conversion rights are exercised, thereby reducing the risk of disputes.
Conversion Conditions. Notwithstanding Section 2.4(h)(i) or 2.4(h)(iii), Borrower’s right to deliver, and Lender’s obligation to accept, shares of Common Stock in lieu of payment in cash of a Principal Installment Payment is conditioned on the satisfaction of each of the following conditions (collectively, the “Conversion Conditions”) as of such Delivery Date: (A) the closing price of the shares of Common Stock as reported by Bloomberg, L.P. on the Nasdaq stock market (the “Nasdaq”) or other national securities exchange for each of the seven (7) consecutive trading days immediately preceding the Delivery Date shall be greater than or equal to the Fixed Conversion Price; (B) the Common Stock issued in connection with any such payment does not exceed 15% of the total trading volume of the Common Stock for the twenty-two (22) consecutive trading days immediately prior to and including such Delivery Date; (C) only one Borrower Conversion Election Notice and Agent Conversion Election Notice may be given in any calendar month during the amortization period; (D) the Common Stock is (and was on each of the thirty (30) consecutive trading days immediately preceding such Delivery Date) quoted or listed on the Nasdaq or other national securities exchange; (E) a registration statement is effective and available for the resale of all of the shares of Common Stock to be delivered on such Delivery Date so that the shares of Common Stock can be sold without restriction by the Delivery Date and Lender shall not be subject to any lock-up or market standoff agreement which prohibits or restricts its ability to sell such shares of Common Stock; (F) after giving effect to the issuance of such shares of Common Stock to Lender, Lender would not (1) beneficially own, together with its Affiliates, Common Stock in excess of the limitations specified in subsection (h)(iv) below and (2) have been issued shares of Common Stock pursuant to all Borrower Conversion Election Notices and Agent Conversion Election Notices in an aggregate amount in excess of the Cap, as defined in subsection (h)(iv) below; (G) as of such Delivery Date, there is no outstanding Event of Default and there is no breach or default that, if left uncured, would result in an Event of Default; and (H) Borrower shall have sufficient authorized but unissued shares of Common Stock to provide for the issuance of the shares of Common Stock pursuant to the Borrower Conversion Election Notice or Agent Conversion Election Notice, as applicable. If...
Conversion Conditions. 6.1.1. On any trading day commencing from the first listing for trading of each of the series of Convertible Debentures on the Stock Exchange and up to a number of days before the end of the period of the Debentures of that series, or up to another date to be set, in accordance with the directives of the Stock Exchange as applicable at the date of the first offering report in respect of that series and as will be detailed in the aforesaid offering report ( “the Conversion Period” , and each trading day in the Conversion Period as aforesaid will hereinafter be referred to as “the Conversion Date” , and the last day of the Conversion Period will be referred to hereinafter as “End of the Conversion Period” ), except a number of days before the effective date for partial redemption in accordance with the regulations and directives of the Stock Exchange as in force on the date of the aforesaid offering report, and up to the date partial redemption is made, the balance of the principal of the Convertible Debentures of that series which are in circulation at the time will be convertible into fully paid, registered ordinary shares of NIS 0.01 nominal value each of the Company ( “the Conversion Shares” ), according to a conversion rate, or several conversion rates, that will be specified in the Initial Offering Report, which shall not be less than the nominal value of the Company’s ordinary shares at the date of the aforesaid offering report ( “the Conversion Rate” ), subject to adjustments as described below, and in the manner and on the conditions as will be specified in the aforesaid offering report.
6.1.2. Every holder of the Convertible Debentures of any series wishing to convert the balance of the nominal value of the principal of the Convertible Debentures of that series held by him into Conversion Shares ( “the Converting Party” ), shall submit directly to the Company at its registered office (if those Debentures are registered in the name of the Converting Party in the register of that series) or through the Stock Exchange member (in a case in which those Debentures are held by the Converting Party through such Stock Exchange member) on the Conversion Dates, and under all circumstances not later than the end of the Conversion Period with respect to that series a written application on a form as will be devised by the Company, accompanied by the certificates of the Convertible Debentures to which the application relates, (the Conversion Notice).
6.1.3. With...
Conversion Conditions. Notwithstanding the foregoing, Borrower’s right to deliver, and Lender’s obligation to accept, shares of Common Stock in lieu of payment in cash of a Principal Installment Payment is conditioned on the satisfaction of each of the following conditions (the “Conversion Conditions”) as of such Delivery Date: (A) the closing price of the shares of Common Stock as reported by Bloomberg, L.P. on the Borrower’s Principal Market for each of the seven (7) consecutive trading days immediately preceding the Delivery Date shall be greater than or equal to the Fixed Conversion Price; (B) the Common Stock issued in connection with any such payment does not exceed 15% of the total trading volume of the Common Stock for the twenty-two (22) consecutive trading days immediately prior to and including such Delivery Date; (C)
Conversion Conditions. The conditions as set forth herein below have been fulfilled as of the date of the relevant Closing (in this Section 5.1(e), capitalized terms if not defined in this Agreement shall have the meaning ascribed to them in the Convertible Loan Agreement):
(i) the Group Companies having completed the Restructuring Goals;
(ii) the Offshore Founder Holdco, ETIKA Automotive SDN BHD, Geely Holding and Lotus Group International Limited having entered into a shareholders’ agreement of the Company, which has taken effect and whereby each of the shareholders of the Company other than the Offshore Founder Holdco has fully paid its capital contribution to the Company;
(iii) certain Hong Kong Affiliates of Lotus Technology having executed the Trademarks License Agreements with Group Lotus Limited, and such Trademarks License Agreements having taken effect;
(iv) the key management staff as listed in Exhibit I to this Agreement (“Key Management Staff”) who is required to be transferred to the Group Companies having been transferred to the Group Companies from Geely Holding or its Affiliates, and such individuals having entered into employment agreements, confidentiality and non-compete agreements and intellectual property agreements with the Group Companies;
(v) the Company or designated entity thereof having entered into a share transfer agreement with Geely UK Limited for the acquisition of Geely Deutschland, such share transfer agreement having become effective and the aforesaid acquisition having been approved by the board of directors and shareholders of Geely Deutschland;
(vi) the Company or designated entity thereof having entered into a share transfer agreement with Geely International (Hong Kong) Limited for the acquisition of Geely UK, such share transfer agreement having become effective and the aforesaid acquisition having been approved by the board of directors and the shareholders of Geely UK;
(vii) the ownership of the official accounts relating to the Lotus branded Lifestyle Vehicles, including the website, APP, WeChat official account and accounts in other platforms confirmed by W▇▇▇▇▇ in writing prior to the execution of this Agreement, having been transferred to the Group Companies;
(viii) all internal and external authorizations, consents, approvals, etc. (if applicable) required with respect to the subscription of the Purchased Shares under the Initial Closing Transaction Documents by Mission in the Initial Closing having been obtained by the Company an...
Conversion Conditions. The Loan will convert (“Conversion”) to a term loan subject to the satisfaction of each of the conditions precedent set forth in the Bond Purchase Agreement (the “Conversion Conditions”), or waiver thereof , and upon the purchase of the Bonds by CCRC.
Conversion Conditions. The Company shall have the right to convert the Revolving Facility into the Term Loan at any time during the term of the Revolving Facility by giving no less than ninety (90) days prior written notice to the Agent, so long as the following conditions (collectively, the "Conversion Conditions") are satisfied:
Conversion Conditions. The Special Warrants shall be convertible into the underlying Shares and Warrants automatically upon the third day following: (i) a final prospectus receipt being received in relation to a final long form prospectus clearing the distribution of the Shares and Warrants in Canada and (ii) the Company and the Agent confirming in writing to the special warrant agent that the conditions above have been fulfilled and all other regulatory or other approvals having been received. RELEASE DATE: The earlier of the third day following satisfaction of the Conversion Conditions or the exercise of the Conversion Option.
Conversion Conditions. Borrower may convert the Revolver into the Term Loan on the Revolver Maturity Date upon at least 90 days prior written notice to Agent. Before any conversion of the Revolver is effective, the following conditions (collectively, the "Conversion Conditions") must be satisfied:
Conversion Conditions. (A) The performance of the parties’ respective obligations under Clause 5 (Conversion) are conditional on:
(i) the entry into of the Timeweave Conversion Agreement by DCD and Timeweave by 11:59 p.m. on the date two business days after the date of this Agreement;
(ii) the release of the RNS Announcement by 5.00 p.m. on the business day after the date on which DCD enters into the Timeweave Conversion Agreement; and
(iii) the passing of the two EGM Resolutions concerning the Rule 9 Waiver and the power of the DCD directors to allot shares for cash (numbered 1 and 3) by 31 August 2012.
(B) If the Conversion Conditions are not satisfied by the required time the remaining obligations of each party under this Agreement shall terminate, other than under Clause 7(A) (Announcements) and without prejudice to the rights of either party in respect of any previous breach of this Agreement.
Conversion Conditions. The subscription of the New Shares and the Additional New Shares are subject to certain conditions precedent being fulfilled including the requisite approvals being obtained from the relevant parties for the Proposed Investment which includes inter alia, the following:-