Common use of Forced Conversion Clause in Contracts

Forced Conversion. All, but not less than all, of the principal amount of the outstanding Securities are convertible, at the option of Issuer, into shares of Common Stock at the Conversion Price, provided that on the day that the Forced Conversion Notice (as hereinafter defined) is given by Issuer to all Registered Holders and on the Forced Conversion Date (as hereinafter defined), the following conditions are satisfied: (i) the Conversion Shares have been registered by Issuer pursuant to the 1933 Act as provided for in Section 9 above and such registration is then currently effective; and (ii) the average of the closing bid price per share of the Common Stock, as listed or such exchange or the NASDAQ as the Common Stock then trades, during twenty (20) trading days out of the thirty (30) consecutive trading days ending five (5) trading days prior to the date the Forced Conversion Notice is sent, is at least two hundred (200%) percent of the Conversion Price. Any notice of Conversion ("Forced Conversion Notice") must be given by Issuer to all Registered Holders no less than thirty (30) days nor more than forty-five (45) days prior to the date set forth for conversion (the "Forced Conversion Date"). The Forced Conversion Notice shall remain effective only if the registration statement provided for in Section 9 remains effective continually throughout the notice period. On the Forced Conversion Date, the Issuer shall pay to all Registered Holders of Securities, all accrued and unpaid interest on the Securities through and including the Forced Conversion Date.

Appears in 3 contracts

Sources: Convertible Subordinated Debenture (Williams Controls Inc), Subordination Agreement (Williams Controls Inc), Subordination Agreement (Williams Controls Inc)

Forced Conversion. All, but not less than all, of the principal amount of the outstanding Securities Debentures (the "Outstanding Debentures") are convertible, at the option of Issuer, into shares of Common Stock at the Conversion PricePrice at any time after August 2, 2001, provided that on the day that the Forced Conversion Notice (as hereinafter defined) is given by Issuer to all Registered Holders and on the Forced Conversion Date (as hereinafter defined), the following conditions are satisfied: (i) the Conversion Shares have been registered by Issuer pursuant to the 1933 Act as provided for in Section 9 8 above and such registration is then currently effective; and (ii) the average of the closing bid price per share of the Common Stock, as listed or such exchange or the NASDAQ as the Common Stock then trades, during a period of twenty (20) trading days out of the thirty (30) consecutive trading days ending five (5) trading days prior to the date the Forced Conversion Notice is sent, is at least two hundred (200%) percent of the Conversion Price$2.00. Any notice of Conversion conversion ("Forced Conversion Notice") must be given by Issuer to all Registered Holders no less than thirty five (305) days nor more than forty-five fifteen (4515) days prior to the date set forth for conversion (the "Forced Conversion Date"). The Forced Conversion Notice shall remain effective only if the registration statement provided for in Section 9 8 remains effective continually throughout the notice period. On the Forced Conversion Date, the Issuer shall pay to all Registered Holders of SecuritiesDebentures, all accrued and unpaid interest on the Securities Debentures through and including the Forced Conversion Date.

Appears in 1 contract

Sources: Convertible Debenture (Telenetics Corp)

Forced Conversion. All, but not less than all, of the principal amount of the outstanding Securities Notes are convertible, at the option of the Issuer, into shares of Common Stock at the Conversion Price, provided that on the day that the Forced Conversion Notice (as hereinafter defined) is given by the Issuer to all Registered Holders and on the Forced Conversion Date (as hereinafter defined), the following conditions are satisfied: (i) the Conversion Shares have been registered by the Issuer pursuant to the 1933 Act as provided for in Section 9 8 above and Supplement A hereto and such registration is then currently effective; and (ii) the average of the closing bid price per share of the Common Stock, as listed or such reported on the principal national securities exchange or the NASDAQ as quotation system on which the Common Stock then trades, during twenty (20) trading days out of the thirty (30) consecutive trading days ending five (5) trading days immediately prior to the date the Forced Conversion Notice is sent, is at least two hundred percent (200%) percent of the Conversion Price. Any notice of Conversion conversion ("Forced Conversion Notice") must be given by the Issuer to all Registered Holders no less than thirty (30) days nor more than forty-five (45) days prior to the date set forth for conversion (the "Forced Conversion Date"). The Forced Conversion Notice shall remain effective only if the registration statement provided for in Section 9 8 and Supplement A remains effective continually throughout the notice period. On the Forced Conversion Date, the Issuer shall pay to all Registered Holders of SecuritiesNotes, all accrued and unpaid interest on the Securities Notes through and including the Forced Conversion Date.

Appears in 1 contract

Sources: Note Agreement (Scolr Inc)

Forced Conversion. All, but not less than all, of the principal amount of the outstanding Securities Debentures (the "Outstanding Debentures") are convertible, at the option of Issuer, into shares of Common Stock at the Conversion PricePrice at any time after August 23, 2001, provided that on the day that the Forced Conversion Notice (as hereinafter defined) is given by Issuer to all Registered Holders and on the Forced Conversion Date (as hereinafter defined), the following conditions are satisfied: (i) the Conversion Shares have been registered by Issuer pursuant to the 1933 Act as provided for in Section 9 8 above and such registration is then currently effective; and (ii) the average of the closing bid price per share of the Common Stock, as listed or such exchange or the NASDAQ as the Common Stock then trades, during a period of twenty (20) trading days out of the thirty (30) consecutive trading days ending five (5) trading days prior to the date the Forced Conversion Notice is sent, is at least two hundred (200%) percent of the Conversion Price$2.00. Any notice of Conversion conversion ("Forced Conversion Notice") must be given by Issuer to all Registered Holders no less than thirty five (305) days nor more than forty-five fifteen (4515) days prior to the date set forth for conversion (the "Forced Conversion Date"). The Forced Conversion Notice shall remain effective only if the registration statement provided for in Section 9 8 remains effective continually throughout the notice period. On the Forced Conversion Date, the Issuer shall pay to all Registered Holders of SecuritiesDebentures, all accrued and unpaid interest on the Securities Debentures through and including the Forced Conversion Date.

Appears in 1 contract

Sources: Convertible Debenture Agreement (Telenetics Corp)