Conversion into Shares Clause Samples

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Conversion into Shares. During the term of the Agreement or upon maturity, the Lender will have the option to convert the Loan, or any portion thereof, into shares of the Company at a price per share equal to the closing price of the Company’s shares on the ▇▇▇.▇▇ market on the day preceding notice from the Lender of its intent to convert the Loan, or any portion thereof, into shares of the Company. A Notice of Conversion is attached hereto as Schedule “B”.
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Conversion into Shares. (a) Subject to Section 5.01(b), from and after the date hereof until the Closing Date, each of Seller and Parent agrees, covenants and undertakes that Seller shall not, directly or indirectly, convert any ADSs held by it in the Company into Shares (whether by cancellation of the ADSs or otherwise), nor take any action in furtherance of such conversion. (b) Notwithstanding anything to the contrary contained herein, each of Seller and Parent agrees, covenants and undertakes that, if requested by Buyer, Seller shall promptly convert any and all ADSs held by it in the Company into Shares in accordance with the terms of the Deposit Agreement, and promptly take any and all actions in furtherance of such conversion. To the extent any Subject ADS is converted into Shares prior to the Closing at the request of Buyer pursuant to Section 5.01, the parties hereby agree that the purchase and sale of such Subject ADS contemplated under Section 2.01 shall be replaced by the purchase and sale of the Shares issued upon the conversion of such Subject ADS, without any changes in the amount or payment method of the Aggregate Purchase Price.
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Conversion into Shares. (i) The number of Shares issuable upon conversion of any Principal amount being converted pursuant to this Note shall be determined by dividing (x) such Principal amount being converted by (y) the then applicable Conversion Price.
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Conversion into Shares. The Notes may be converted into Shares at the option of the Subscriber on or before the Maturity Date (any such date, the “Conversion Date”). The number of Shares into which the Notes shall be converted shall equal the quotient obtained by dividing the Principal Amount of the Note plus interest accrued to the Conversion Date, by $1.331.
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Conversion into Shares. Shares of Common Stock will be issued on the applicable vesting date (or, to the extent not administratively feasible, as soon as practicable thereafter). As a condition to such issuance, you shall have satisfied your Tax Obligations as specified in this Agreement and shall have completed, signed and returned any documents and taken any additional action that the Company deems appropriate to enable it to accomplish the delivery of such shares. In no event will the Company be obligated to issue a fractional share.
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Conversion into Shares of Common Stock at Holder's Option. ---------------------------------------------------------- A. Holder may, at any time, and from time to time on or after the earlier of (i) effectiveness of a registration statement with the SEC covering the shares of Common Stock into which the Debenture is convertible or (ii) the expiration of 120 days from the initial closing of the offering by which any of the Debentures were first sold (the "Initial Closing Date"), convert up to fifty percent (50%) of the Debentures owned by that Holder in any whole number multiple of at least one thousand dollars ($1000) of the principal amount of Debentures, plus any accrued but unpaid interest thereon, into whole shares of the Corporation's Common Stock. The remaining fifty percent (50%) of the Debentures held by such Holder shall be convertible commencing thirty calendar days after the first day on which any Debentures become convertible into Common Stock. B. The number of shares of Common Stock issuable upon such conversion shall be the result of dividing (a) the dollar amount of the principal of, and accrued interest on (which the Holder elects to so convert), the Debenture being converted by (b) the lesser of (i) $4.25 or (ii) 80% of the Market Price (the "Conversion Price"). Notwithstanding the foregoing, for the first 180 days following the Initial Closing Date, the Conversion Price shall not be less than Two and 125/1000 Dollars ($2.125) per share, which $2.125 price shall be appropriately adjusted in the event of any capital reorganization, recapitalization or reclassification of the Corporation by way of stock split (forward or reverse), dividend, exchange or similar transaction affecting the Common Stock (the "Minimum Conversion Price"). After such 180 day period, the Minimum Conversion Price shall be eliminated. In the event the Corporation issues any securities between the Initial Closing Date and 180 days following the Initial Closing Date which are convertible to Common Stock of the Corporation at a price less than the Minimum Conversion Price (other than options which may be issued to officers, directors, employees and consultants of the Corporation pursuant to the Corporation's existing stock option plan), then the Minimum Conversion Price shall be adjusted to match the conversion price of such other securities. C. The restrictions set forth in the foregoing Sections A and B of this Article (including the date and dollar limitation on the amount of Debentures that...
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Conversion into Shares. The accrued unpaid interest and unpaid principal amount of this Note (the “Conversion Amount”) shall be convertible at the option of the Holder (i) into common stock of the Company if converted pursuant to Section 2(b), or (ii) into the same class of securities issued in a Qualified Financing (as defined below) which may take the form of preferred stock with rights preferences and privileges set forth in an amendment to the Articles of Incorporation of the Company, or common stock, as the case may be (in either case, “Capital Stock”).
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Conversion into Shares. As a condition to any issuance of shares of Common Stock, you shall have satisfied your Tax Obligations as specified in this Agreement and shall have completed, signed and returned any documents and taken any additional action that the Company deems appropriate to enable it to accomplish the delivery of such shares. In no event will the Company be obligated to issue a fractional share.
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Conversion into Shares 
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Related to Conversion into Shares

  • Conversion into the Borrower's Common Stock (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

  • Delivery of Conversion Shares Upon Conversion Not later than five (5) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares acquired upon the conversion of this Debenture (including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in Common Shares at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the Company, Common Shares allocated pursuant to the conversion of accrued interest otherwise determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the 20 Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Company and excluding for such issuance the condition that the Company deliver Interest Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On or after the earlier of (i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

  • Conversion So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.4. Each such Notice of Conversion shall be given not later than 9:00 a.m. one Business Day prior to the date of any proposed Conversion into Base Rate Loans and 3 Business Days prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.