Conversion Ratios Sample Clauses

The Conversion Ratios clause defines how one type of security or asset can be converted into another, specifying the exact numerical relationship or formula used for the conversion. In practice, this clause is commonly found in convertible securities agreements, such as convertible notes or preferred shares, where it determines how many common shares an investor will receive upon conversion. By clearly outlining the conversion mechanics, this clause ensures transparency and predictability for all parties, preventing disputes and misunderstandings regarding the value exchanged during a conversion event.
Conversion Ratios. The parties agree to the following minimum performance standards for FMN. (a) FMN shall meet the following conversion ratios for ILSI Loans from the indicated stage or category, to a closed and funded loan: (i) Stage ** (ii) Stage ** (iii) Stage (assuming prospective borrower submits a fee or credit card deposit with the application. )** (iv) Stage (assuming prospective borrower does not submits a fee or credit card deposit with the application).** (b) The above ratios will be reviewed by the parties after six (6) months following the Launch (or such other time periods determined by the parties). The parties may adjust such ratios, but the blended average of the ratios as adjusted shall provide a combined conversion ratio that is substantially equivalent to the above ratios. In no event shall the conversion ratios achieved by FMN fall below the highest conversion rate on a blended average basis, offered by the top two lenders participating on the Website, including the QuickenMortgage charter lenders as well as Participating Lenders as defined in this Agreement. (c) If FMN does not achieve the agreed-upon conversion ratios for three (3) consecutive months (based upon a blended average of the categories), then, upon written notice from ILSI, FMN shall have ninety (90) days to cure the shortfall. Cure shall be effected by FMN's achieving the blended average conversion ratios during the ninety (90) day cure period. If the shortfall continues after the end of the cure period, ILSI shall have the right to terminate this Agreement in accordance with Article VIII below. ** indicates information which has been omitted pursuant to a confidential treatment request filed separately with the commission. 9 Notwithstanding the foregoing, if FMN does not achieve at least 50% of the agreed-upon conversion ratios for two (2) consecutive months, ILSI will provide written notice of this fact to FMN, and FMN shall have only sixty (60) days to cure the shortfall. The cure shall be effected in the manner described immediately above, except that the cure period shall be reduced to 60 days. If the shortfall continues after the end of the sixty (60) day cure period, ILSI shall have the right to terminate this Agreement as provided herein.
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Conversion Ratios. (a) Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion. The “Series A Conversion Price” shall initially be equal to $0.79. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.
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Conversion Ratios. 5.5.1. The IC shall convert energy efficiency surveys to signed Customer Authorization Forms at a minimum rate of 65% each month (or at a rate of 45% each month from the Effective Date through December 31, 2012) (the “Conversion Ratio Metric”). Measurement of this Conversion Ratio Metric will be monitored on a monthly basis.
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Conversion Ratios. Except as provided below, the "Series D ----------------- Conversion Ratio" shall be equal to that number of shares of Entrust Common Stock that has a value (based upon an appraisal by independent competent appraisers engaged by the Company) equal to $11.82 (representing $9.46 per share (the "Liquidating Amount") plus $2.36 per share (the "Participating Amount") as set forth in Section 2 of Article IV of the Company's Articles of Incorporation). Except as provided below, the "Common Conversion Ratio" shall be equal to a fraction, (x) the numerator of which shall be the Total Consideration minus that number of shares of Entrust Common Stock that is equal to the Series D Conversion Ratio multiplied by the sum of (A) the number of shares of Series D Preferred (if any) outstanding immediately prior to the Effective Time and (B) the number of shares of Series D Preferred subject to the Warrant dated April 11, 2000 issued to ▇▇▇▇▇▇▇▇ Consulting (the "Series D Warrant") (if any) outstanding immediately prior to the Effective Time and (y) the denominator of which shall be the sum of (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Company Shares held in the Company's treasury) and (ii) the number of shares of Company Common Stock issuable upon exercise of the Options (as defined below) and Warrants (as defined below), issued and outstanding immediately prior to the Effective Time, whether vested, unvested or subject to repurchase by the Company following such exercise. Notwithstanding the foregoing, in the event the Common Conversion Ratio is equal to a number of shares of Entrust Common Stock, the value (based upon an appraisal by independent competent appraisers engaged by the Company) per share of which is less than the Participating Amount, then (1) the Series D Conversion Ratio shall be equal to that number of shares of Entrust Common Stock that has a value per share (based upon an appraisal by independent competent appraisers engaged by the Company) equal to the Liquidating Amount (such number of shares being referred to as the "Liquidating Portion") plus that number of shares of Entrust Common Stock equal to the Common Conversion Ratio set forth in clause (2) of this sentence; and (2) the Common Conversion Ratio shall be equal to a fraction, (x) the numerator of which shall be the Total Consideration minus that number of shares of Entrust Common Stock that is equal to the Liquidating...
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Conversion Ratios. (a) Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and
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Conversion Ratios. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub or the Company or the holders of any of the Company's Capital Stock: (i) Each share of Series A Preferred (as defined in Section 3.2) of the Company issued and outstanding immediately prior to the Effective Time, other than any shares to be canceled pursuant to Section 2.2(c) and any Dissenting Shares, shall be converted into the right to receive such number of shares of Parent Common Stock as shall be determined in accordance with EXHIBIT B hereto (the "SERIES A CONVERSION RATIO"). (ii) Each share of Series B Preferred (as defined in Section 3.2) of the Company issued and outstanding immediately prior to the Effective Time, other than any shares to be canceled pursuant to Section 2.2(c) and any Dissenting Shares, shall be converted into the right to receive such number of shares of Parent Common Stock as shall be determined in accordance with EXHIBIT B hereto (the "SERIES B CONVERSION RATIO"). (iii) Each share of Series C Preferred (as defined in Section 3.2) of the Company issued and outstanding immediately prior to the Effective Time, other than any shares to be canceled pursuant to Section 2.2(c) and any Dissenting Shares, shall be converted into the right to receive such number of shares of Parent Common Stock as shall be determined in accordance with EXHIBIT B hereto (the "SERIES C CONVERSION RATIO"). (iv) Each share of Company Common Stock (as defined in Section 3.2) issued and outstanding immediately prior to the Effective Time, other than any shares to be canceled pursuant to Section 2.2(c) and any Dissenting Shares, shall be converted into the right to receive such number of shares of Parent Common Stock as shall be determined in accordance with EXHIBIT B hereto (the "COMMON STOCK CONVERSION RATIO").
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Conversion Ratios. The parties agree to the following minimum performance standards for FMN. (a) [REDACTED] (i) [REDACTED] (ii) [REDACTED] (iii) [REDACTED] (iv) [REDACTED] (b) The above ratios will be reviewed by the parties after six (6) months following the Launch (or such other time periods determined by the parties). The parties may adjust such ratios, but the blended average of the ratios as adjusted shall provide a combined conversion ratio that is substantially equivalent to the above ratios. In no event shall the conversion ratios achieved by FMN fall below the highest conversion rate on a blended average basis, offered by the top two lenders participating on the Website, including the QuickenMortgage charter lenders as well as Participating Lenders as defined in this Agreement. (c) If FMN does not achieve the agreed-upon conversion ratios for three (3) consecutive months (based upon a blended average of the categories), then, upon written notice from ILSI, FMN shall have ninety (90) days to cure the shortfall. Cure shall be effected by FMN's achieving the blended average conversion ratios during the ninety (90) day cure period. If the shortfall continues after the end of the cure period, ILSI shall have the right to terminate this Agreement in accordance with Article VIII below. Notwithstanding the foregoing, if FMN does not achieve at least 50% of the agreed-upon conversion ratios for two (2) consecutive months, ILSI will provide written notice of this fact to FMN, and FMN shall have only sixty (60) days to cure the shortfall. The cure shall be effected in the manner described immediately above, except that the cure period shall be reduced to 60 days. If the shortfall continues after the end of the sixty (60) day cure period, ILSI shall have the right to terminate this Agreement as provided herein.
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Conversion Ratios. The following minimum performance standards shall apply to MDC's conversion of ILSI Loans from the indicated stage or category to a closed and funded loan. (i) Stage: ** (ii) Stage: ** (iii) Stage (assuming prospective borrower submits a fee or credit card deposit with the application): ** (iv) Stage (assuming prospective borrower does not submit a fee or credit card deposit with the application: ** (a) If, MDC does not achieve conversion of ILSI Loans for three (3) consecutive months (based upon a blended average of the categories), then, upon notice from ILSI, MDC shall have ninety (90) days to cure the shortfall in conversions. If MDC fails to cure such shortfall during the cure period, ILSI shall have the right to terminate this Agreement in accordance with Article VIII.
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Related to Conversion Ratios

  • Conversion Ratio The “Conversion Ratio” for each share of Series A Preferred Stock shall be equal to the Stated Value divided by the Conversion Price.

  • Adjustments to Conversion Ratios The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.

  • Conversion Rate The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).

  • Adjustment of Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (a) If the Company exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable; CR’ = the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date or Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS’ = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; CR’ = the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date; X = the total number of shares of Common Stock distributable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the distribution of such rights, options or warrants. Any increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the distribution of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so distributed, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such distribution had not occurred. For purposes of this Section 14.04(b) and for the purpose of Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Company in good faith. (c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances (including share splits) as to which an adjustment was effected pursuant to Section 14.04(a) or Section 14.04(b), (ii) except as otherwise provided in Section 14.11, rights issued pursuant to any stockholder rights plan of the Company then in effect, (iii) distributions of Reference Property in exchange for, or upon conversion of, Common Stock in a Share Exchange Event, (iv) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply, and (v) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; CR’ = the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Company in good faith) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution. Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. With respect to an adjustment pursuant to this Section 14.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the end of the Valuation Period; CR’ = the Conversion Rate in effect immediately after the end of the Valuation Period; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period. The increase to the Conversion Rate under the preceding paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, the Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, such Trading Day in determining the Conversion Rate as of such Trading Day of such Observation Period. If any dividend or distribution that constitutes a Spin-Off is declared but not so paid or made, the Conversion Rate shall be immediately decreased, effective as of the date the Board of Directors determines not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared or announced. For purposes of this Section 14.04(c) (and subject in all respect to Section 14.11), rights, options or warrants distributed by the Company to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Conversion Rate under this Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 14.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 14.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued. For purposes of Section 14.04(a), Section 14.04(b) and this Section 14.04(c), if any dividend or distribution to which this Section 14.04(c) is applicable also includes one or both of: (A) a dividend or distribution of shares of Common Stock to which Section 14.04(a) is applicable (the “Clause A Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 14.04(b) is applicable (the “Clause B Distribution”), then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c) is applicable (the “Clause C Distribution”) and any Conversion Rate adjustment required by this Section 14.04(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Conversion Rate adjustment required by Section 14.04(a) and Section 14.04(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of Section 14.04(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 14.04(b). (d) If the Company makes any cash dividend or distribution to all or substantially all holders of the Common Stock, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution; CR’ = the Conversion Rate in effect immediately after the open of business on the Ex-Di

  • Notice of Conversion Rate Adjustments Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.