Convertible Notes and Additional Convertible Notes Clause Samples

Convertible Notes and Additional Convertible Notes. EMVELCO hereby agrees that it shall issue the Preferred Shares to the Members in exchange for their outstanding DC Gas Units in proportion to their membership interest. EMVELCO will issue the Preferred Shares with a stated value of $50,000,000 concurrently with execution of this Agreement The Preferred Shares shall be issued to the Members in the amounts set forth next to their respective names on Schedule 2.1 to this Agreement.”
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Convertible Notes and Additional Convertible Notes. EMVELCO hereby agrees that it shall issue the Convertible Notes to the Members in exchange for their outstanding DC Gas Units in proportion to their membership interest. EMVELCO will issue Convertible Notes in the amount of $25,000,000 concurrently with execution of this Agreement and the remaining Convertible Notes in the amount of $25,000,000 shall be released and distributed in accordance with the following phases: · Convertible Notes in the amount of $5,000,000 shall be issued upon the first well going into production. · Convertible Notes in the amount of $5,000,000 shall be issued upon the second well going into production, · Convertible Notes in the amount of $5,000,000 shall be issued upon the third well going into production, · Convertible Notes in the amount of $5,000,000 shall be issued upon the fourth well going into production and · Convertible Notes in the amount of $5,000,000 shall be issued upon the fifth well going into production. The Convertible Notes shall be issued to the Members in the amounts set forth next to their respective names on Schedule 2.1 to this Agreement. The Members may be entitled to receive Convertible Notes up to an additional amount of $200,000,000 (the “Additional Convertible Notes”) in accordance with the formula set forth on Schedule 2.1 depending upon the gross revenue of DC Gas. The gross revenue shall be the revenue generated from that certain land rights held by DC Gas located in ▇▇▇▇▇▇▇▇ County, Texas less concession fees and taxes.
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Related to Convertible Notes and Additional Convertible Notes

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • 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.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

  • Conversion of Debentures Section 16.01.