Conversion Units Sample Clauses

The Conversion Units clause defines the specific units of measurement or reference that will be used when converting quantities, values, or metrics within the agreement. In practice, this clause clarifies whether conversions should be based on metric or imperial units, or specifies the exact conversion rates or standards to be applied when translating between different systems. By establishing a clear and consistent basis for conversions, the clause helps prevent misunderstandings and disputes related to measurement discrepancies, ensuring all parties operate with the same expectations.
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Conversion Units. The number of Conversion Units into which each Class E Unit may be converted shall equal the Class E Original Issue Price divided by the applicable Conversion Price in effect at the time of conversion (the “Conversion Rate”). The “Conversion Price” for each Class E Unit shall, at the election of the holder thereof, be equal to either (I) the product of (x) 85% and (y) the price per unit of the Company (or the price per share of common stock of the corporate successor to the Company pursuant to Section 14.14) in a Qualified Public Offering, or (II) the Applicable Series E Conversion Price (subject to adjustment for any equity split, equity combination, in-kind equity distribution, recapitalization or similar transaction that affects the economic rights of the Class A Units hereunder); provided, however, that if a Class E Unit is converted into Conversion Units pursuant to Section 3.1(h)(ii)(A)(II), then the “Conversion Price” for such Class E Unit shall be equal to the Applicable Series E Conversion Price.
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Conversion Units. Such Purchaser understands that, until such time as any Conversion Units have been sold pursuant to an effective registration statement under the Securities Act, or the Conversion Units are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Units will bear a restrictive legend as provided in the Amended NEP Partnership Agreement.
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Conversion Units. The number of Conversion Units into which the entire class of Class D Units shall convert shall be equal to ten percent (10%) of such number of Conversion Units that are issued in the conversion of the Class B Unit and the Class C Unit, with each Class D Unit converting into the applicable pro rata number of Conversion Units based on the Class D Units being converted, with such calculation and conversion deemed to take place simultaneously with the conversion of the Class B Unit and the Class C Unit such that, post conversion, the Conversion Units issued upon conversion of the Class D Units shall be equal to ten percent (10%) of the aggregate number of Conversion Units that were issued in the conversion of the Class B Unit and the Class C Unit.
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Conversion Units. The number of Conversion Units into which the Class B Unit shall convert shall be equal to such number of Conversion Units as would provide the holder of the Class B Unit with an ownership interest in the Company, calculated on a post-conversion basis, equal to the Conversion Interest, after taking into account the simultaneous conversion of the Class D Units as described in Section 3.1(g).
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Conversion Units. Lender may in accordance with the Loan Agreement convert (the “Conversion”) all or a portion of this Note (including after notice by the Company of prepayment of this Note) (the “Converted Amount”) into investment units in the Company. Each such investment unit shall consist of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one warrant to purchase one share of Common Stock at an exercise price of $1.00 for a term of seven years commencing six months from the date hereof (the “Warrants”) (collectively, the Common Stock and Warrants are referred to as the “Units”). The Converted Amount will convert into such number of shares of Common Stock and such number of Warrants that equals the Converted Amount divided by $1.00 with any partial share and Warrant to purchase a partial share that would result from such conversion calculation rounded up to a whole share of Common Stock. Once any Converted Amount is converted, the Converted Amount will be deemed to be extinguished, abated and repaid in full as of the date of the delivery of the Units. NOTWITHSTANDING THE FORGOING, THIS NOTE MAY NOT BE CONVERTED INTO THE UNITS TO THE EXTENT THAT THE COMBINATION OF SHARES AND WARRANTS RECEIVED IN THE CONVERSION WOULD RESULT IN LENDER’S BENEFICIAL OWNERSHIP IN STAR SCIENTIFIC, INC. EXCEEDING 9.99% OF THE COMPANY’S OUTSTANDING COMMON STOCK (THE “OWNERSHIP CAP”). FOR CLARIFICATION, WARRANTS SHALL NOT CONSTITUTE BENEFICIAL OWNERSHIP TO THE EXTENT SUCH WARRANTS CONTAIN A PROHIBITION ON EXERCISE IF SUCH EXERCISE WOULD CAUSE LENDER’S BENEFICIAL OWNERSHIP TO EXCEED THE OWNERSHIP CAP.
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Conversion Units. As used in this Note, the term “
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Conversion Units. Each Conversion Unit shall consist of one (1) share of fully paid and non-assessable Share and one half (1/2) Warrant entitling the Holder to purchase an additional Share at $1.50 for each whole Warrant for a period of two (2) years following the Conversion Date.
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Conversion Units. Effective as of the time of the conversion (the “Conversion”) of Discovery Communications, Inc., a Delaware corporation (the “Predecessor”) to the Company, (i) the Certificate of Incorporation and By-laws of the Predecessor, each as in effect immediately prior to the Conversion, are replaced and superseded in their entirety by the certificate of formation of the Company and this Agreement, (ii) the common stock of the Predecessor was converted into limited liability company interests (“Units”) in the Company as set forth on Exhibit A attached hereto, (iii) the sole stockholder of the Predecessor is admitted to the Company as a member of the Company owning the Units in the Company identical to the percentage interest of common stock in the Predecessor that such stockholder owned immediately prior to the Conversion, (iv) the Member is continuing the business of the Predecessor without dissolution in the form of a Delaware limited liability company governed by this Agreement, and (v) in accordance with Section 18-214 of the Act, the Company shall constitute a continuation of the existence of the Predecessor in the form of a Delaware limited liability company and, for all purposes of the laws of the State of Delaware, shall be deemed to be the same entity as the Predecessor. No loan made to the Company by any Member shall constitute a capital contribution to the Company for any purpose.
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Related to Conversion Units

  • 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.

  • 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.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • 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 Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.