Conversion Feature Clause Samples
A Conversion Feature clause defines the terms under which one type of security or financial instrument can be converted into another, typically at the option of the holder. For example, this clause may allow holders of convertible notes or preferred shares to convert their holdings into common stock, often at a predetermined rate or upon the occurrence of specific events such as a financing round or company sale. The core practical function of this clause is to provide flexibility and potential upside to investors, while also clarifying the conditions and mechanics of conversion to prevent disputes and ensure transparency.
Conversion Feature. The unpaid principal of this Debenture is convertible at the option of the Lender, in whole or in part, upon surrender of this Debenture at the principal office of the Company, into restricted shares of the Maker's Common Stock at a fixed conversion price ("Conversion Price") equal to Thirty-Two Cents (32(cent)) per share. Upon such conversion and issuance of the Common Stock, all principal due under this Debenture shall be discharged and the Company released from all obligations hereunder, however, accrued interest shall be paid to the date of conversion. At the option of the Lender, accrued interest may also be subject to conversion in the same manner as principal. The shares of the Company's Common Stock issuable upon the exercise of the conversion feature shall be "restricted securities" as that term is defined under Rule 144 of the 1933 Act and, as a consequence, may not be sold or otherwise transferred except pursuant to registration under the 1933 Act or an available exemption therefrom."
2. In all other respects, the Debenture as amended shall remain unamended and in full force and effect.
Conversion Feature. (a) This Convertible Note may be converted, in whole or in part at the option of the Holder, at any time or from time to time prior to the Maturity Date, into that number of shares of Common Stock as determined herein by delivery of this Note and the Notice of Conversion annexed hereto duly completed and executed on behalf of the Holder, to Maker at the office of Maker (or such other office or agency of Maker as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of Maker). This Note may not be converted unless the Holder provides the Company with a written certification that this Note is not being converted by or on behalf of any "U.S. Person" as such term is defined in Rule 902 of Regulations S under the 1933 Act, or provides a written opinion of United States counsel of recognized standing, in form and substance satisfactory to Maker, to the effect that this Note and the shares of Common Stock to be issued upon its conversion have been registered under the 1933 Act and registered or qualified under applicable securities laws of any state or other jurisdiction, or are exempt from such registration or qualification. The date set forth on the Conversion Notice shall be the "Conversion Date".
(b) The number of shares of Common Stock that shall be issuable upon conversion of the Convertible Note shall be equal to the face amount of the Convertible Note (or such lesser principal amount as shall be set forth on the Notice of Conversion), plus any accrued and unpaid interest due hereunder or on the principal amount being converted, as applicable, divided by the Conversion Price (as defined below) in effect on the Conversion Date. No partial share will be issued. Any partial shares will be rounded up to the nearest whole share. Within 5 days after Maker's receipt of the Conversion Notice completed and executed by ▇▇▇▇▇▇ and this Note, Maker shall issue and deliver by hand against a signed receipt therefore, by nationally recognized overnight courier requiring a signed receipt therefore to the address provided herein, a stock certificate or stock certificates of the Maker representing the number of shares of Common Stock to which Holder is entitled. In the event that this Note shall be converted in part prior to the Maturity Date, the Maker shall issue a new Note of like tenor to Holder in the principal amount not so converted. The Conversion Price shall be $0.15, subject to adjustment. Except as provided in thi...
Conversion Feature. The Loans may be converted into Preferred Stock on the terms and conditions set forth in this Section 2.9 and, as applicable, Section 2.11.
Conversion Feature. The Debentures shall be automatically converted into such number of Common Shares as is equal to the aggregate Outstanding Principal of the Debentures being converted divided by the applicable Conversion Price (rounded down to the nearest whole Common Share), without any further action on behalf of the holder following the earlier of (a) three (3) trading days after delivery by the holder of a Conversion Notice or
Conversion Feature. Subject to the terms and provisions of this paragraph 11, if, within 30 days following the occurrence and continuance of a Conversion Event, the Company receives a notice (the "Conversion Notice") from the Representative of the Senior Credit Facilities that the requisite composite of lenders party to Senior Credit Facilities have agreed in accordance with the terms thereof to exercise the Conversion Option, then the Holders shall be required to tender their Notes for conversion into Common Stock on the date (The "Conversion Date") set forth in such Conversion Notice shall be a Business Day and shall be at least 15 days, but not more than 45 days, after the Company's receipt of such Conversion Notice. Upon such Conversion Date, the Notes shall be reduced pro rata in a manner so as to cause the remaining aggregate outstanding principal amount of the Notes, together with accrued but unpaid interest thereon, to equal $7,500,000 immediately following such Conversion Date. The number of shares of Common Stock issuable upon conversion of a Note is determined by dividing the principal amount of the Notes, plus accrued but unpaid interest thereon, being so converted by the Conversion Price in effect as of the Conversion Date. The initial Conversion Price per share of Common Stock shall be $2.76 per share, but shall be subject to adjustment as provided in Article XI of the Indenture. The Notes may be converted into Common Stock in accordance herewith only once and the amount to be so converted shall equal the sum of the then aggregate outstanding principal amount of the Notes, plus any accrued but unpaid interest thereon, LESS $7,500,000, with the remaining balance of the Notes being then due and payable on August 29, 2009.
Conversion Feature. The Debentures shall be automatically converted into such number of Common Shares as is equal to the aggregate Outstanding Principal of the Debentures being converted divided by the applicable Conversion Price (rounded down to the nearest whole Common Share), without any further action on behalf of the holder within five (5) Business Days after delivery by the holder of a Conversion Notice. In addition, upon the Maturity Date of the Debentures, subject to Section 2.3.4 below, the Debentures shall be automatically converted into such number of Common Shares as is equal to the aggregate Outstanding Principal of the Debentures being converted divided by the applicable Conversion Price (rounded down to the nearest whole Common Share), without any further action on behalf of the holder.
Conversion Feature. The Debentures shall be automatically converted into such number of Common Shares as is equal to the aggregate Outstanding Principal of the Debentures being converted divided by the applicable Conversion Price (rounded down to the nearest whole Common Share), without any further action on behalf of the holder following the earlier of (a) two (2) trading days after delivery by the holder of a Conversion Notice or (b) upon the applicable Maturity Date of the Debentures. The Debentures shall not be automatically converted if the Corporation shall have provided five (5) business days’ notice that it has elected to reimburse one hundred percent (100%) of the Outstanding Principal of such Debentures for cash, in an amount equal to one hundred and twenty (120%) of the principal amount of such Debentures on the Maturity and completes the reimbursement within such five (5) business day period.
Conversion Feature. On or before January 14, 2009, the Note Holder shall have the right, but not the obligation, to convert not less than the entire Note principal into shares of NAR Common Stock at the rate of three dollars ($3.00) per share (a $24,000 Note would convert into 8,000 common shares).
Conversion Feature. At any time after September 1, 2015, the Holder shall have the right from time to time to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of common stock of the Company (“Common Stock”), at the conversion price (as defined below).
(i) The number of shares of Common Stock issuable upon conversion of any Conversion Amount shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price. “Conversion Amount” means the sum of (x) portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made and (y) all accrued and unpaid interest with respect to such portion of the principal amount. “Conversion Price” means, as of any Conversion Date or other date of determination, the average daily Closing Price of each of the ten (10) Trading Days prior to the day that the Holder requests conversion.
Conversion Feature. Each share of Reincorporation Preferred Stock will convert into shares of Common Stock on a one-to-one basis, or at the conversion price as last adjusted in accordance with the anti-dilution protection described below.