Conversion of Convertible Securities Sample Clauses
The "Conversion of Convertible Securities" clause defines the terms and process by which holders of convertible securities, such as convertible notes or preferred shares, can convert their holdings into common equity of the company. This clause typically specifies the conversion ratio, timing, and any conditions or events that trigger conversion, such as a qualified financing round or maturity date. By outlining these mechanics, the clause ensures predictability and fairness for both the company and investors, facilitating smooth transitions from debt or preferred status to equity ownership and reducing the risk of disputes over conversion rights.
Conversion of Convertible Securities. SECTION 1901.
Conversion of Convertible Securities. Each Company Option and other convertible security, warrant, option or other right to subscribe for any shares of capital stock or other securities of the Company or its Subsidiaries (other than the conversion option of Acquiror under the Bridge Financing Facility Agreement) shall be cancelled and terminated in accordance with Section 2.2(b) and Section 2.2(c), including, but not limited to, all balances due under that certain 6% Exchangeable Secured Subordinated Debenture of 1212500 Alberta Ltd. due April 25, 2008, which balances shall have been converted into Common Stock in accordance with the conversion terms of such instrument;
Conversion of Convertible Securities. SECTION 1201.
Conversion of Convertible Securities. (a) By executing and delivering this Agreement, each Purchaser that is the holder of a Convertible Note listed on Exhibit A hereto (each, a “Noteholder”) hereby irrevocably acknowledges and agrees that:
(1) such Noteholder’s Convertible Note(s) shall automatically and without any further action on the part of the Noteholder convert into shares of the Series Seed-1 Preferred Stock at the Initial Closing in the respective amount(s) for such Noteholder as set forth opposite such Noteholder’s name on Exhibit A, regardless of whether any such Convertible Note(s) or an affidavit of loss therefor is actually delivered in original or other form to the Company;
(2) the shares of the Series Seed-1 Preferred Stock in the amount set forth opposite such Noteholder’s name on Exhibit A are issued in full and complete discharge and satisfaction and accord of all obligations of the Company (including the applicable outstanding principal, accrued interest or any other amounts) under each Convertible Note held by such Noteholder, and each such Convertible Note is hereby terminated, cancelled, released, extinguished and of no further force or effect automatically at and upon the Initial Closing;
(3) the Common Stock warrant issued to each Noteholder shall be exercisable for the number of shares of Common Stock set forth on Exhibit A; and
(4) the Convertible Note(s) are and will be deemed for all purposes to have been amended and modified by virtue hereof to the full extent necessary to permit and facilitate the conversion of the Convertible Note(s) into shares of the Series Seed-1 Preferred Stock issued by the Company pursuant to this Agreement at a purchase price of $0.3411 per Share and, upon the Initial Closing, the Convertible Note(s), and all side letters and other agreements entered into in connection therewith, shall be deemed terminated in full and null, void and of no further force or effect; provided that the foregoing will not impair the right of such Noteholder to receive the number of shares of the Series Seed-1 Preferred Stock set forth opposite such Noteholder’s name on Exhibit A.
(b) Each Noteholder hereby represents, warrants and confirms to the Company that (i) such Noteholder has not transferred, pledged or otherwise disposed of, or encumbered any interest or claims relating to the Convertible Note(s) to any other Person and that such Noteholder is the sole owner of all right, title and interest in and to the Convertible Note(s) set forth opposite such Note...
Conversion of Convertible Securities. 70 1501. Applicability of Article........................................................................... 70 1502.
Conversion of Convertible Securities. In connection with Convertible Securities of any series that are convertible into other securities, each such Convertible Security (or any portion thereof which is, unless otherwise specified as contemplated by Section 301 for Convertible Securities of any series, $1,000 or an integral multiple thereof) shall be convertible into such securities in accordance with the terms of Convertible Securities of such series and (except as otherwise specified pursuant to Section 301 for Convertible Securities of such series) in accordance with this Article Fifteen at any time until 11:59 p.m. New York time on the fifth Business Day preceding the maturity date of the Convertible Securities of such series or in case such Convertible Security shall have been called for redemption, then in respect of such Convertible Security until (unless the Company shall default in payment due upon the redemption thereof) 11:59 p.m. New York time on the fifth Business Day preceding the date fixed for redemption, unless otherwise specified as contemplated by Section 301 for Convertible Securities of such series. The initial Conversion Price at which a Convertible Security of any series is convertible shall be set forth in or established pursuant to a Board Resolution, Company Order or supplemental indenture, as contemplated by Section 301. Any such Convertible Security that is convertible at the option of the Holder thereof shall be so converted upon surrender to the Trustee or the Conversion Agent for surrender to the Company in accordance with the instructions on file with the Trustee and the Conversion Agent, at any time specified for such series as contemplated by Section 301 at the office or agency to be maintained by the Company in accordance with the provisions of Section 1002, accompanied by a written notice of election to convert as provided in Section 1503 and, if so required by the Company, by a written instrument or instruments of transfer in form satisfactory to the Company and the Conversion Agent duly executed by the Holder or his attorney duly authorized in writing. Any such Convertible Security that is convertible otherwise than at the option of the Holder thereof shall be so converted as specified pursuant to Section 301 for Convertible Securities of such series. The Company covenants to effect such conversion by procuring the issuance of the securities into which such Convertible Securities are convertible or, if applicable, any applicable cash option amount, and paym...
Conversion of Convertible Securities. 90 Section 1901. Applicability of Article..............................................................90
Conversion of Convertible Securities. In connection with Convertible Securities of any series that are convertible into Common Shares, each such Convertible Security (or any portion thereof which is, unless otherwise specified as contemplated by Section 301 for Convertible Securities of any series, $1,000 or an integral multiple thereof) shall be convertible into Common Shares in accordance with the terms of Convertible Securities of such series and (except as otherwise specified pursuant to Section 301 for Convertible Securities of such series) in accordance with this Article Fifteen at any time until 11:59 p.m. New York time on the fifth Business Day preceding the maturity date of the Convertible Securities of such series or in case such Convertible Security shall have been called for redemption, then in respect of such Convertible Security until (unless AEGON N.V. shall default in payment due upon the redemption thereof) 11:59 p.m. New York time on the fifth Business Day preceding the date fixed for redemption, unless otherwise specified as contemplated by Section 301 for Convertible Securities of such series. The initial Conversion Price at which a Convertible Security of any series is convertible shall be set forth in or established pursuant to a Board Resolution, Company Order or supplemental indenture, as contemplated by Section 301. Any such Convertible Security that is convertible at the option of the Holder thereof shall be so converted upon surrender to the Trustee or the Conversion Agent for surrender to AEGON N.V. in accordance with the instructions on file with the Trustee and the Conversion Agent, at any time specified for such series as contemplated by Section 301 at the office or agency to be maintained by AEGON N.V. in accordance with the provisions of Section 1002, accompanied by a written notice of election to convert as provided in Section 1503 and, if so required by AEGON N.V., by a written instrument or instruments of transfer in form satisfactory to AEGON N.V. and the Conversion Agent duly executed by the Holder or his attorney duly authorized in writing. Any such Convertible Security that is convertible otherwise than at the option of the Holder thereof shall be so converted as specified pursuant to Section 301 for Convertible Securities of such series. AEGON N.V. covenants to effect such conversion by procuring the issuance of Common Shares or, if applicable, the Cash Option Amount, and payment of cash in lieu of fractional shares in exchange for and in consideration ...
Conversion of Convertible Securities. The Indenture shall be amended with respect to any series of Securities issued subsequent to the date of this First Supplemental Indenture, to include an Article Fifteen as follows: ARTICLE FIFTEEN
Conversion of Convertible Securities. In connection with Convertible Securities of any series that are convertible into other securities, each such Convertible Security (or any portion thereof which is, unless otherwise specified as contemplated by Section 301 for Convertible Securities of any series, $1,000 or an integral multiple thereof) shall be convertible into such securities in accordance with the terms of Convertible Securities of such series and (except as otherwise specified pursuant to Section 301 for Convertible Securities of such series) in accordance with this Article Fifteen at any time until 11:59 p.m. New York time on the fifth Business Day preceding the maturity date of the Convertible Securities of such series or in case such Convertible Security shall have been called for redemption, then in respect of such Convertible Security until (unless the Company shall default in payment due upon the redemption thereof) 11:59 p.m. New York time on the fifth Business Day preceding the date fixed for redemption, unless otherwise specified as contemplated by Section 301 for Convertible Securities of such series. The initial Conversion Price at which a Convertible Security of any series is convertible shall be set forth in or established pursuant to a Board Resolution, Company Order or supplemental indenture, as contemplated by Section 301. Any such Convertible Security that is convertible at the option of the Holder thereof shall be so converted upon surrender to the Trustee or the Conversion Agent for surrender to the Company in accordance with the instructions on file with the Trustee and the Conversion Agent, at any time specified for such series as contemplated by Section 301 at the office or agency to be maintained by the Company in accordance with the provisions of Section 1002, accompanied by a written notice of election to convert as provided in Section 1503 and, if so required by the Company, by a written instrument or instruments of transfer in form satisfactory to the Company and the Conversion Agent duly executed by the Holder or his attorney duly authorized in writing. Any such Convertible Security that is convertible otherwise than at the option of the Holder thereof shall be so converted as specified pursuant to Section 301 for Convertible Securities of such series. The Company covenants to effect such conversion by procuring the issuance of the securities into which such Convertible Securities are convertible or, if applicable, any applicable cash option amount, and paym...