Conversion; Conversion Price Clause Samples
The "Conversion; Conversion Price" clause defines the terms under which a security, such as a convertible note or preferred stock, can be converted into another class of securities, typically common stock, and specifies the price at which this conversion occurs. It outlines the calculation method for determining the number of shares to be received upon conversion, often based on a fixed price or a formula tied to future financing rounds or company valuation. This clause ensures transparency and predictability for both the investor and the company by clearly establishing how and when conversion happens, thereby reducing disputes and aligning expectations regarding ownership changes.
Conversion; Conversion Price. At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted divided by the Conversion Price. The “Conversion Price” shall be equal to the lesser of (i) $0.50, or (ii) 75% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder’s election to convert (the percentage figure being a “Discount Multiplier”). The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. Notwithstanding the foregoing, only that portion of the Principal Amount of this Debenture that has actually been paid in cash by the Holder at the Closing Date or has been repaid in cash by the Holder as a payment of principal under the Promissory Note may be converted by the Holder into Common Shares. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price per share of the Company’s Common Stock is below $0.04, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 125% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice. ___________________ Initials ____________________ Initials
Conversion; Conversion Price. At the option of the Holder, outstanding Principal Balance may be converted, either in whole or in part, into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share) at any time and from time to time at a conversion price per share of Common Stock (the "Conversion Price") equal to the lesser of (i) $.0285 (subject to adjustment for any stock-split or stock combination to occur after the date hereof) or (ii) the average of the closing bid prices of one Common Share, as reported on the OTC Bulletin Board ("OTCBB") or the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, for the ten Trading Days prior to a Conversion Date (the "Market Price"); provided, if such security is not quoted or listed or admitted to trading on the OTCBB or any national securities exchange, the Market Price shall be the 50% of the average closing bid prices of such security on the over-the-counter market, as reported by Bloomberg LP, or a similar generally accepted reporting service, for the ten Trading Days prior to a Conversion Date. For purposes hereof, "Trading Day" means any day on which (a) purchases and sales of securities authorized for quotation on the OTCBB or the over the counter market are reported thereon, (b) no event which results in a material suspension or limitation of trading of the Common Shares on the OTCBB or the over the counter market has occurred and (c) at least one bid for the trading of Common Shares is reported on the OTCBB or the over the counter market . The number of shares of Common Stock due upon conversion of all or a portion of the Principal Balance shall be (i) the portion of the Principal Balance divided by (ii) the applicable Conversion Price. Within two Business Days of the occurrence of a Valuation Event (hereinafter defined), the Borrower shall send notice thereof to the Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, the Holder may convert some or all of the Principal Balance, at its sole option, at a Conversion Price equal to the Current Market Price on any Trading Day during the Valuation Period.
Conversion; Conversion Price. At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted divided by the Conversion Price. The “Conversion Price” shall be equal to the lesser of (i) $2.10, or (ii) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 18 Trading Days prior to Holder’s election to convert (the percentage figure being a “Discount Multiplier”). The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. If the Holder elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price per share of the Company’s Common Stock is below $0.38 (the “Floor Price”), subject to adjustment as set forth in Section 3.7, the Company shall have the right, within two (2) Business Days after the Company’s receipt of such Conversion Notice, to prepay that portion of the Debenture that H▇▇▇▇▇ elected to convert, plus any accrued and unpaid interest, at 118% of such amount. In the event that the Company fails to prepay such portion of the Debenture by the delivery of such cash prepayment amount to Holder within two (2) Business Days after the Company’s receipt of such Conversion Notice, the Company shall no longer have the right to prepay such portion of the Debenture in lieu of honoring the Conversion Notice and shall issue to Holder the applicable Common Stock Issued at Conversion set forth in the Conversion Notice under the terms of this Debenture. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice.
Conversion; Conversion Price. At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted divided by the Conversion Price. The “Conversion Price” shall be equal to the lesser of (i) $0.02 (the “Fixed Conversion Price”), or (ii) if the Shares are quoted, listed or admitted to trading on the OTCBB, any national securities exchange or quotation system, 50% of the lowest “Bid” price on the date of conversion.. If the Holder elects to convert a portion of the Debenture and, if applicable, on the day that the election is made, the lowest “Bid” price per share of the Shares is below $.001, the Company shall have the right to prepay that portion of the Debenture that Holder elected to convert, plus any accrued and unpaid interest, at 150% of such amount. In the event that the Company elects to prepay that portion of the Debenture, Holder shall have the right to withdraw its Conversion Notice.
Conversion; Conversion Price. At the option of the Holder, the shares of Series B Preferred Stock may be converted, either in whole or in part, into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share) at any time and from time to time following the Issue Date at a Conversion Price per share of Common Stock equal to $1.00 (subject to adjustment for any stock split or stock combination to occur after the date hereof), (the "Conversion Price"). The number of shares of Common Stock due upon conversion of Series B Preferred Stock shall be (i) the number of shares of Series B Preferred Stock to be converted, multiplied by (ii) the Stated Value and divided by (iii) the applicable Conversion Price. Within two Business Days of the occurrence of a Valuation Event, the Corporation shall send notice thereof to each Holder. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs during any Valuation Period, the Holder may convert some or all of its Series B Preferred Stock, at its sole option, at a Conversion Price equal to the Current Market Price on any Trading Day during the Valuation Period.
Conversion; Conversion Price. Each share of Series D Preferred Stock shall be convertible into the number of shares of Common Stock (rounded to the nearest 1/100 of a share) equal to a fraction, the numerator of which is (a) the product of One Hundred Fifty Percent (150%) multiplied by the number of outstanding shares of Common Stock on the Closing Date (excluding the shares of Common Stock and Preferred Stock issued to IFT on the Closing Date pursuant to the Agreement), treating all convertible securities (other than the Series D Preferred Stock), options, warrants, and other rights to acquire securities of Corporation outstanding on the Closing Date as if they had been converted or exercised (whether or not actually converted or exercised), as the case may be, minus (b) the number of shares of Common Stock issued to IFT on the Closing Date pursuant to the Agreement, and the denominator of which is 2,495,400. Notwithstanding anything to the contrary contained herein, if a Valuation Event occurs after the date hereof as a result of which the number of Common Shares Outstanding (assuming for purposes of such determination, the issuance of all such shares pursuant to an exercise or conversion (as the case may be) of options, warrants, and other securities issued as part of such Valuation Event) shall be increased or decreased, then the Conversion Price shall automatically be proportionately decreased or increased, respectively, and the number of Common Shares reserved for issuance pursuant to the conversion of the then Outstanding Series D Preferred Stock shall be automatically proportionately increased or decreased respectively, so as appropriately to reflect the effects of such Valuation Event, effective immediately upon the effectiveness of such Valuation Event. The adjustment required by the foregoing sentence shall be effectuated each time a separate Valuation Event shall occur, and such adjustments shall therefore be cumulative.
Conversion; Conversion Price. At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof (in increments of $1,000 in Principal Amount) into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is three million five hundred eight thousand seven hundred and seventy-two (3,508,772). The "Conversion Price" shall be $0.057. In addition, the Company shall pay to the Holder on the Conversion Date, in cash, any accrued and unpaid interest on the portion of the Debenture being converted.
Conversion; Conversion Price. (a) On the date the registration statement registering the shares of Common Stock (defined below) into which all of the Notes are then convertible becomes effective under the Act, the entire principal amount of all of the Notes shall be automatically converted into fully-paid and nonassessable shares of Common Stock of the Company, par value $.0001 per share ("Common Stock") at the conversion price, determined below, in effect on such date.
(b) At the option of the holder, subject to compliance with applicable securities laws, all or any portion of the principal amount of this Note may, at any time on or before the close of business on March 15, 2002, or in case this Note or portion hereof shall have been called for prepayment, then until and including, but (unless the Company shall default in payment due upon the prepayment hereof) not after, the close of business on the fifth business day next preceding the date fixed for such prepayment, be converted into fully-paid and non-assessable shares of Common Stock at the conversion price, determined below, in effect at the time of conversion.
(c) The initial conversion price at which shares of Common Stock shall be delivered upon conversion, of this Note shall be $0.50 per share, subject to adjustment from time to time as provided in Section 2.4 below. The term "conversion price" refers to the initial and/or an adjusted conversion price.
Conversion; Conversion Price. At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted divided by the Conversion Price. The “
Conversion; Conversion Price. At the option of the Holder, this Debenture may be converted, either in whole or in part, up to the full Principal Amount hereof into Common Shares (calculated as to each such conversion to the nearest 1/100th of a share), at any time and from time to time on any Business Day, subject to compliance with Section 3.2. The number of Common Shares into which this Debenture may be converted is equal to the dollar amount of the Debenture being converted divided by the Conversion Price. The “Conversion Price” shall be equal to the lesser of (i) $0.50, or (ii) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 1 Trading Days prior to Holder’s election to convert (the percentage figure being a “Discount Multiplier”), provided however, beginning on January 1, 2010, the Conversion Price shall not be less than $0.15. The Company reserves the right to increase the number of Trading Days in clause (ii) above, as it deems appropriate. Notwithstanding the foregoing, only that portion of the Principal Amount of this Debenture that has actually been paid in cash by the Holder at the Closing Date or has been repaid in cash by the Holder as a payment of principal under the Promissory Note may be converted by the Holder into Common Shares.