Conversion Default Payments Sample Clauses
The Conversion Default Payments clause outlines the financial obligations that arise if a party defaults during a conversion event, such as converting debt to equity. Typically, this clause specifies the penalties, interest, or additional payments required from the defaulting party, and may detail the calculation methods or timelines for such payments. Its core function is to protect the non-defaulting party by ensuring compensation for losses or delays caused by the default, thereby allocating risk and encouraging compliance with the conversion terms.
Conversion Default Payments. If, at any time, (x) the Holder submits a Notice of Optional Conversion and the Corporation fails for any reason to deliver, on or prior to the first trading day following the expiration of the Delivery Period for such conversion, the shares of Common Stock to which the Holder is entitled upon such conversion in the manner required hereunder and under the Purchase Agreement, or (y) the Corporation provides notice to any holder of the Debentures at any time of its intention not to issue shares of Common Stock upon exercise by any holder of its conversion rights in accordance with the terms of the Debentures (each of (x) and (y) being a "CONVERSION DEFAULT"), then the Corporation shall pay to the Holder payments for the first ten (10) trading days following the expiration of the Delivery Period, in the case of a Conversion Default described in clause (x), and for the first ten (10) trading days of any other Conversion Default, an amount equal to $1,000 per day. In the event any Conversion Default continues beyond such ten (10) trading day period, the Holder shall be entitled to interest on the Outstanding Amount at a rate per annum equal to the lower of twenty-four percent (24%) and the highest rate permitted by applicable law from the expiration of the ten (10) trading day period described above through and including the Default Cure Date. In addition, upon the occurrence of any Conversion Default, the Holder may, by written notice to the Corporation, elect to revoke any Optional Conversion and obtain the return of the unconverted Debenture. As used herein, the "DEFAULT CURE DATE" means (i) with respect to a Conversion Default described in clause (x) of its definition, the date the Corporation effects the conversion of the full Outstanding Amount requested to be converted and (ii) with respect to a Conversion Default described in clause (y) of its definition, the date the Corporation begins to honor conversions of the Debentures in accordance with their terms.
Conversion Default Payments. If, at any time, (x) Holder submits a Notice of Conversion and the Corporation fails for any reason (other than because such issuance would exceed Holder's Reserved Amount, for which failure the Holder shall have the remedies set forth in Article V) to deliver, on or prior to the fourth business day following the expiration of the Delivery Period for such conversion, such number of freely tradeable shares of Common Stock to which Holder is entitled upon such conversion, or (y) the Corporation provides notice to any Holder at any time of its intention not to issue freely tradeable shares of Common Stock upon exercise by any Holder of its conversion rights in accordance with the terms of the Debentures (other than because such issuance would exceed such Holder's Reserved Amount) (each of (x) and (y) being a "CONVERSION DEFAULT"), then the Corporation shall pay to Holder, payments for the first ten (10) business days following the expiration of the Delivery Period, in the case of a Conversion Default described in clause (x), and for the first ten (10) business days of a Conversion Default described in clause (y), an amount equal to $1,000 per day. In the event any Conversion Default continues beyond such ten (10) business day period, the Corporation shall pay to Holder an additional amount equal to: .24 x (D/365) x (the Payment Amount) where:
Conversion Default Payments. If, at any time, (x) Holder submits a Notice of Conversion and the Corporation fails for any reason (other than because such issuance would exceed Holder's Reserved Amount or allocated portion of the Cap Amount, for which failures the Holder shall have the remedies set forth in Articles V and VII) to deliver, on or prior to the fourth business day following the expiration of the Delivery Period for such conversion, such number of freely tradeable shares of Class A Common Stock to which Holder is entitled upon such conversion, or (y) the Corporation provides notice to any Holder at any time of its intention not to issue freely tradeable shares of Class A Common Stock upon exercise by any Holder of its conversion rights in accordance with the terms of the Debentures (other than because such issuance would exceed such Holder's Reserved Amount or allocated portion of the Cap Amount) (each of (x) and (y) being a "Conversion Default"), then the Corporation shall pay to Holder, payments for the first ten (10) business days following the expiration of the Delivery Period, in the case of a Conversion Default described in clause (x), and for the first ten (10) business days of a Conversion Default described in clause (y), an amount equal to $1,000 per day. In the event any Conversion Default continues beyond such ten (10) business day period, the Corporation shall pay to Holder an additional amount equal to: .24 x (D/365) x (the Payment Amount) where:
Conversion Default Payments. If, at any time, (1) a Holder submits a --------------------------- Notice of Conversion (or is deemed to submit such notice pursuant to Section IV.H) and the Company fails for any reason to deliver, on or prior to the expiration of the Delivery Period for such conversion, such number of shares of Common Stock to which such Holder is entitled upon such conversion, or (2) the Company provides notice to any Holder at any time of its intention not to issue shares of Common Stock upon exercise by (including by way of public announcement) to such Holder in accordance with the terms of the Series A Preferred Stock or (3) the Company fails to deliver certificates representing Common Stock to the Holder free from any restrictive legend as required under the Securities Purchase Agreement (each of (1), (2) and (3) being a "Conversion ---------- Default"), then the Company shall pay to such Holder damages in an amount equal ------- to the product of (x) the Damages Amount times (y) Conversion Default Days times ----- ----- (2) 0.01, where:
Conversion Default Payments. If, at any time, (x) Holder submits a --------------------------- Notice of Conversion and the Corporation fails for any reason (other than because such issuance would exceed Holder's Reserved Amount or allocated portion of the Cap Amount, for which failures Holder shall have the remedies set forth in Articles V and VII) to deliver, on or prior to the fourth business day following the expiration of the Delivery Period for such conversion, such number of freely tradeable shares of Common Stock to which Holder is entitled upon such conversion, or (y) the Corporation provides notice to any holder of Debentures (together with all other holders of Debentures and the Holder referred to herein, the "Holders") at any time of its intention not to issue freely tradeable shares of Common Stock upon exercise by any Holder of its conversion rights in accordance with the terms of the Debentures (other than because such issuance would exceed such Holder's Reserved Amount or allocated portion of the Cap Amount) (each of (x) and (y) being a "Conversion Default"), then the Corporation shall pay to Holder, in the case of a Conversion Default described in clause (x) above, and to all Holders, in the case of a Conversion Default described in clause (y) above, an amount equal to:
Conversion Default Payments. If, at any time, (x) a holder of Series B Preferred Shares submits a Notice of Conversion and the Company fails for any reason (other than because such issuance would exceed such holder's allocated portion of the Reserved Amount, or for which failures the holders shall have the remedies set forth in Article V) to deliver, on or prior to the fourth business day following the expiration of the Delivery Period for such conversion, such number of freely tradeable Ordinary Shares to which such holder is entitled upon such conversion, or (y) the Company provides notice to any holder of Series B Preferred Shares at any time of its intention not to issue freely tradeable Ordinary Shares upon exercise by any holder of its conversion rights in accordance with the terms of this Certificate of Designation (other than because such issuance would exceed such holder's allocated portion of the Reserved Amount) (each of (x) and (y) being a "CONVERSION DEFAULT"), then the Company shall pay to the affected holder, in the case of a Conversion Default described in clause (x) above, and to all holders, in the case of a Conversion Default described in clause (y) above, payments for the first four (4) business days following the expiration of the Delivery Period, in the case of a Conversion Default described in clause (x), and for the first four (4) business days following a Conversion Default described in clause (y), an amount equal to $1,000 per day. In the event any Conversion Default continues beyond such four (4) business day period, the Company shall pay to the holder an additional amount equal to 0.5% of the Original Issue Price.
Conversion Default Payments. If, at any time, (i) a Holder submits a --------------------------- Notice of Conversion and the Company fails for any reason (other than due to the actions of the Holder) to deliver, on or prior to five business days after the expiration of the Delivery Period for such Conversion, such number of shares of Common Stock to which such Holder is entitled upon such Conversion, or (ii) the Company provides notice in violation of Section 5.2 of this Note (including by way of public announcement) to any Holder at any time of its intention not to issue shares of Common Stock upon exercise by any Holder of its Conversion rights in accordance with the terms of the Notes (each of (i) and (ii) being a "Conversion Default"), and (iii) after five business days after the applicable ------------------- Delivery Period with respect to such a Conversion, Holder purchases (in an open market transaction or otherwise) shares of Common Stock to make delivery upon a sale by Holder of the shares of Common Stock (the "Sold Shares") which Holder ----------- was entitled to receive upon such Conversion (a "Buy-in"), the Company shall pay ------ Holder (in addition to any other remedies available to Holder) the amount by which (x) Holder's total purchase price (including brokerage commission, if any) for the shares of Common Stock so purchased exceeds (y) the lesser of (A) the Conversion Price or (B) the net proceeds received by Holder from the sale of the Sold Shares. Holder shall provide the Company written notification indicating any amounts payable to Holder pursuant to this subsection. The payments to which a Holder shall be entitled pursuant to this Section 5.1 are referred to herein as "Conversion Default Payments." All Conversion --------------------------- Default Payments shall be paid in cash within five (5) business days of a Holder's demand therefore (which demand may be made at any time and from time to time).