CONVERSION OF THIS DEBENTURE Sample Clauses

CONVERSION OF THIS DEBENTURE. (a) Conversion at the Option of the Payees. From and after the 10th day following the date of mailing of the notice to the Company's stockholders pursuant to NASD Rule 4350(i)(2), subject to and in compliance with the applicable provisions of this Section 4, each Payee shall have the right, at such Payee's option, at any time and from time to time, to convert all or any portion of this Debenture, plus any accrued and unpaid interest thereon up to the conversion date (the "Conversion Amount"), into that number of fully paid and nonassessable shares of Common Stock equal to the quotient obtained by dividing (1) the sum of (x) the product of (A) the Conversion Amount (excluding any accrued and unpaid interest thereon) and (B) 103% plus (y) any accrued and unpaid interest thereon calculated on any conversion date, by (2) the Conversion Price, as last adjusted and then in effect. The "Conversion Price" shall initially equal $.3183. The Conversion Price shall be subject to adjustment from time to time as set forth in paragraph (c) below. The Payors shall give the Payees not less than 30 Business Days prior notice of a Sale of the Company, including the price and material terms and conditions thereof, in order to provide the Payees reasonable opportunity to consider whether to convert the New Debentures into Common Stock at or prior to such Sale of the Company. If the price or material terms or conditions of such transaction thereafter change, the Payors shall promptly deliver written notice to the Payees specifying such changes. Upon conversion, the Company will issue cash in lieu of fractional shares of Common Stock.
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Related to CONVERSION OF THIS DEBENTURE

  • 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.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • 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.

  • Convertible Note From and after the Effective Time, the Company's $8,000,000 10% convertible subordinated promissory note, dated November 20, 1998, payable to Wind Point Partners III, L.P. (the "Convertible Note") shall, in accordance with the terms of the Convertible Note, represent the right, upon conversion thereof in accordance with its terms, to receive in cash, without interest, a single lump sum cash payment equal to the product of (i) the number of shares of Company Common Stock issuable upon the conversion of such Convertible Note in accordance with its terms immediately prior to the Effective Time and (ii) the Common Stock Merger Consideration, such cash payment to be reduced by any required withholding of Taxes.

  • Conversion of Debentures Section 16.01.