Conversion to Equity Clause Samples

Conversion to Equity. In the alternative to the repayment of those monies described in paragraph above hereof and at the option of the Lender, at any time after the execution of this Agreement, the full or partial payment of the Loan outstanding from time to time, together with any accrued interest thereon (hereinafter collectively called the "Debt") can be converted to equity in the capital stock of the Company by the allotment and issuance to the Lender of common shares or preferred shares in the share capital of the corporation. If the Lender shall elect to convert the Debt into shares, the Lender shall give notice thereof to the Borrower at its office located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇,▇▇▇▇▇. Upon notice being given pursuant to this section, the Company shall provide the Lender with a Subscription Agreement to be executed for the common or preferred shares in the Company for consideration according to Conversion Rights and Preferences (the “Conversion Rate”) which will be negotiated at the time of Conversion. The Conversion Rate shall at no time cause the Lender to receive equity in the capital stock of the Company that equals more than Ten Percent (10%) of the issued and outstanding shares of the Company On or after the Conversion, the Company shall as soon as practicable deliver to the Lender share certificates in amounts equivalent to the Debt calculated in accordance with the Conversion Rate negotiated.

Conversion to Equity. Notwithstanding anything to the contrary in this Agreement, Creditor may at any time convert the Creditor Loan and any interest thereon into equity of Clarus.

Conversion to Equity. (a) At any time during which the Convertible Note remains outstanding, up to all of the outstanding principal and accrued interest under the Convertible Note then outstanding may be converted, at the sole option of the holder thereof and by written notice to the Company, into shares of Common Stock of the Company at a conversion price equal to $2.50 per share. (b) Notwithstanding anything to the contrary contained herein, the Purchaser shall be prohibited from effecting a conversion pursuant to this Section 4.1 if at the time of such conversion (i) the Common Stock issuable to the Purchaser pursuant to such conversion or as a result of such conversion, when taken together with all shares of Common Stock then held or otherwise beneficially owned by the Purchaser exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, (ii) the Common Stock issuable to the Purchaser pursuant to such conversion or as a result of such conversion, exceeds 19.9% of the total number of issued and outstanding shares of Common Stock of the Company immediately prior to such conversion, in each case unless the stockholders of the Company have approved the conversion of all of the shares of Common Stock issuable hereunder and the transactions contemplated hereby pursuant to Nasdaq Marketplace Rule 4350(i)(l)(D)(ii) and any other applicable rules and regulations (“Stockholder Approval”). The foregoing provision however shall not restrict the number of shares of Common Stock which the Purchaser may receive or beneficially own in order to determine the amount of securities or other consideration that the Purchaser may receive in the event of a merger, sale or other business combination involving the Company. (c) The Company hereby covenants and agrees that in the event the Purchaser is prohibited from effecting a conversion of the Convertible Note pursuant to this Section 4.1, then upon receipt of written notice of such event from the Purchaser, the Company shall use its best efforts to seek Stockholder Approval.

Conversion to Equity. At any time, EMPLOYEE can request to receive Compensation in common stock of COMPANY with COMPANY's written approval. Compensation will be paid according a warrant package currently offered by COMPANY and must be stated by an amendment to this Agreement or by a separate written agreement between COMPANY and EMPLOYEE.

Conversion to Equity. Innovatus shall have the right at its election, but not the obligation, until March 9, 2026, to convert up to twenty percent (20.00%) of the outstanding principal amount of the Term A Loan into shares of Common Stock of Borrower at a price per share of Ten Dollars ($10.00), which price shall be subject to appropriate adjustment for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after August 9, 2022. Such shares shall be referred to herein as “Borrower Equity”.”

Conversion to Equity. In the event C&C elects to convert the unpaid portion of the Loan to equity pursuant to Section 3.4 above, a new selected issue of shares shall be directed to C & C by Jesperator whereby C & C shall subscribe for such shares and pay the subscription price by way of setting off in full the unpaid portion of the Loan against the issue price. The number of shares of Common Stock of Jesperator (“Common Stock”) to be issued shall be calculated according to the following formula: X = DO SO CV Where:

Conversion to Equity. Prior to the fourth anniversary of the Effective Date, Lenders shall have the right at their election, but not the obligation, to convert up to ten percent (10.00%) of the outstanding aggregate principal amount of the Term Loans into shares of common stock of Parent. Such right may only be exercised one time, regardless of the amount that the Lenders elect to convert. Such shares shall be issued at a price per share equal to $11.50 (which price shall be subject to appropriate adjustment for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) (the “Conversion Price”). Such shares shall be referred to herein as “Parent Equity.” To exercise their rights under this Section 2.7, the applicable Lender(s) shall notify Parent in writing of the amount of the Term Loans that is to be converted into Parent Equity and deliver to the Parent a properly completed notice of conversion, the form of which is attached hereto as Exhibit E (each a “Notice of Conversion”). Parent shall no later than seven (7) days after the receipt of such Notice of Conversion issue Parent Equity to the applicable Lender(s). Upon issuance of Parent Equity in accordance with the provisions of this Section 2.7, the principal amount of Term Loans so converted shall be deemed to have been prepaid for the purposes of this Agreement, provided, however, no Prepayment Fee or Final Fee shall be due with respect to such deemed prepayment. Furthermore, contemporaneously with the issuance of Parent Equity, Parent shall deliver to the applicable Lender(s) stock certificates or book-entry positions evidencing Parent Equity. No fractional shares or scrip representing fractional shares shall be issued upon any conversion of outstanding Term Loans under this Section 2.7. As to any fraction of a share which the Lender(s) would otherwise be entitled to receive upon such conversion, the Parent shall at its election either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share. The parties acknowledge and understand that any Parent Equity will be issued in a private transaction within the meaning of Section 3(a)(9) or Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and that the Parent Equity will not be registered under the Securities Act or any other applicable securities law at the time of its issuance....

Conversion to Equity. Lenders shall have the right at their election, but not the obligation, after June 1, 2021 (provided that if an Acquisition occurs (as defined in the Warrant) the Lenders may exercise the rights contained in this Section 2.7 at any time) until the third anniversary of the Effective Date, to convert up to twenty percent (20.00%) of the outstanding principal amount of all of the Term Loans made hereunder into shares of Common Stock of Borrower at a price per share of $14.40, which price shall be subject to appropriate adjustment for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). Such shares shall be referred to herein as “Borrower Equity”. To exercise their rights under this Section 2.7, the applicable Lender(s) shall notify Borrower in writing of the then outstanding principal amount of the Term Loans that is to be converted into Borrower Equity. Borrower shall no later than seven (7) days after the receipt of such notice issue the applicable number of shares of its Common Stock to the applicable Lender(s). Upon issuance of Borrower Equity in accordance with the provisions of this Section 2.7, the principal amount of Term Loans so converted shall deemed to have been prepaid for the purposes of this Agreement, provided, however, no Prepayment Fee or Final Fee shall be due with respect to such deemed prepayment. The applicable Lenders shall also in connection with the issuance of Borrower’s equity securities pursuant to this Section 2.7, enter into such agreements as reasonably requested by Borrower with customary terms and provisions for such transactions.

Conversion to Equity. Notwithstanding anything to the contrary in this Agreement, Creditors may at any time convert the Creditor Indebtedness and any interest thereon into equity of BDI.