Mandatory Conversion Sample Clauses
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Mandatory Conversion. Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.
Mandatory Conversion. In the event that all of the following conditions (the “Mandatory Conversion Conditions”) shall be met:
(i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000;
(ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and
(iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securiti...
Mandatory Conversion. Notwithstanding anything regarding -------------------- the subordinated nature of this Note, this Note and all of the outstanding principal and accrued and unpaid interest on and under this Note shall be converted into Conversion Stock at the Conversion Price immediately prior to the first closing of an Initial Public Offering before the Maturity Date. For informational purposes, the Company shall provide the Noteholder with written notice (at the most recent address for the Noteholder provided to the Company by the Noteholder in writing) (i) within seven (7) days after it files with the Securities and Exchange Commission any registration statement on Form S-1, Form SB-1 or Form SB-2 (or any similar or successor form) for an Initial Public Offering, and (ii) reasonably promptly following the closing of an Initial Public Offering. Conversion as described in this Section 2.1 shall occur only upon the closing of an Initial Public Offering, provided that (i) upon the closing of an Initial Public Offering, the conversion shall be deemed to have occurred immediately prior to the first closing of such Initial Public Offering, and (ii) as a condition precedent or condition subsequent to conversion (the election between which type of condition shall be the Company's sole election in the Company's sole discretion), the Noteholder must surrender this Note for conversion at the principal office of the Company. Incident to any conversion, the Conversion Stock will have those rights and privileges, and be subject to those restrictions, of the shares of Common Stock as set forth in the Company's Certificate of Incorporation, and the Noteholder will receive the rights and be subject to the obligations applicable to the purchasers of Common Stock, provided that the sale restriction specified in Section 2.5 below shall apply to the Conversion Stock. This Note shall not be convertible and shall not be converted into Conversion Stock if there is not an Initial Public Offering on or before the Maturity Date.
Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round Financing.
(b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time.
(c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.
Mandatory Conversion. (i) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Alternate Base Rate Advances, and (ii) upon the occurrence and during the continuance of any Event of Default, (x) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Alternate Base Rate Advance and (y) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.
Mandatory Conversion. Upon the occurrence of a Fundamental Transaction (as defined below), the Borrower shall have the right, at its option, at any time and from time to time, so long as any amount remains payable under this Note, to convert all of the outstanding principal amount and accrued interest hereunder (the “Outstanding Amount”) into shares of Common Stock at a conversion price per share equal to the weighted average trading price of the Common Stock during the ten (10) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”). In the event that such Fundamental Transaction is a merger or consolidation of the Borrower with or into another corporation or entity, the Purchaser shall be entitled to receive upon conversion of the Outstanding Amount, the number of shares of stock or other securities of the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock into which this Note was convertible immediately prior to such transaction would have been entitled to receive as a result of such merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights of the Purchaser after such merger or consolidation to the end that the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.
Mandatory Conversion a) On the Mandatory Conversion Date, each share of Series A Preferred Stock that is outstanding as of such date, shall automatically convert into fully paid and non-assessable shares of Series B Preferred Stock with a liquidation preference equal to the $1,000 per share of Series B Preferred Stock, subject to adjustment as described in Section 7(c) hereof . All shares of Series A Preferred Stock being converted at one time by a holder shall be aggregated (even if they are represented by more than one certificate) in determining whether a holder would receive a fractional share of Series B Preferred Stock.
b) On the Mandatory Conversion Date, any party entitled to receive shares of Series B Preferred Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Series B Preferred Stock on such date, whether or not such holder has surrendered the certificate or certificates for such holder’s shares of Series A Preferred Stock. A holder surrendering his or her certificate or certificates shall notify the Company of the name or names of such holder’s nominees in which such holder wishes the book entry evidence of ownership for shares of Series B Preferred Stock to be issued. The Company shall, as soon as practicable thereafter (and, in any event, within twenty (20) days of such surrender), cause to be issued book entry evidence of ownership of the number of shares of Series B Preferred Stock to which such holder shall be entitled as aforesaid, together with cash in lieu of any fraction of a share as provided herein.
c) The Company shall file a Certificate of Designations, Preferences and Rights of the 8% Series B Senior Preferred Stock of L-1 Solutions, Inc., and shall reserve a sufficient number of shares of Series B Preferred Stock for issuance prior to the Mandatory Conversion Date.
Mandatory Conversion. Any unpaid principal due hereunder upon the Maturity Date shall automatically be exchanged for Shares upon the terms described in Section 1(b) above using the Maturity Date as the Exchange Date, without requiring the additional consent of Lender or Borrower.
Mandatory Conversion. Effective as of the closing (the “Mandatory Conversion Date”) of a Qualified Financing (as defined below), any and all outstanding principal and accrued Interest represented by this Note shall automatically (without further act or deed of the Holder or the Company) convert (the “Mandatory Conversion”) into the type of securities of the Company issued by the Company in the Qualified Financing (the “Qualified Financing Stock”) by dividing (x) the outstanding principal balance under this Note as of the Mandatory Conversion Date by (y) a conversion price which shall be equal to the lesser of (i) the price per share at which the Company sells a share of Qualified Financing Stock in the Qualified Financing or (ii) the Conversion Price (as defined in Section 3.2(a)). A “Qualified Financing” shall occur when both (1) a sale by the Company of shares of equity of the Company to one or more purchasers generates not less than gross proceeds to the Company of $5,000,000 closing within one hundred twenty (120) days of the Issuance Date, and (2) the investors in such Qualified Financing are issued either convertible preferred stock or fixed price convertible notes of the Company. The Company shall cause notice of the Mandatory Conversion (the “Mandatory Conversion Notice”) to be mailed to the Holder, at such Holder’s address, at least ten (10) days prior to the Mandatory Conversion Date. On or before the Mandatory Conversion Date, the Holder shall surrender this Note at the place designated in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Qualified Financing Stock which shall be issuable on such conversion shall be issued. Notwithstanding the foregoing provisions of this Section 3.1(b), the Holder may convert any portion of this Note pursuant to Section 3.1(a) on or prior to the date immediately preceding the date of such Mandatory Conversion.
Mandatory Conversion. Effective as of a date following the second (2nd) anniversary of the Original Issue Date upon which the Daily VWAP of the Ordinary Shares on each day of any 15 consecutive Trading Day period following the second (2nd) anniversary of the Original Issue Date (ending on the Trading Day immediately preceding delivery by the Company of the Mandatory Conversion Notice (as defined below)) equals or exceeds 150% of the Conversion Price (the “Mandatory Conversion Time”), provided (i) all Requisite Approvals with respect to all holders of Convertible Preferred Shares have been obtained, (ii) an effective Shelf Registration Statement (as defined in the Investor Agreement) covers the resale of the Ordinary Shares issued upon conversion and (iii) such Ordinary Shares are listed on the NASDAQ Stock Market or, if the principal stock exchange on which the Ordinary Shares are then listed is the New York Stock Exchange, the New York Stock Exchange (or, if the Ordinary Shares are then listed on both the New York Stock Exchange and the NASDAQ Stock Market (and such listings were done with the cooperation of the Company), both such exchanges), the Company shall be entitled to require all (but not less than all) outstanding Convertible Preferred Shares to be converted into Ordinary Shares at the Conversion Price in effect immediately prior to such conversion, with the aggregate number of Ordinary Shares to be issued by the Company to be determined pursuant to the formula set forth in Section 4.1. Notwithstanding anything to the contrary in this Section 4.10, the Company’s exercise of its right to require conversion of the Convertible Preferred Shares will not apply and no Mandatory Conversion Notice may be delivered with respect to any Convertible Preferred Shares as to which a Repurchase Notice has been duly delivered. In the event the Company elects to require all outstanding Convertible Preferred Shares to be converted into Ordinary Shares, the Company shall provide all holders of record of Convertible Preferred Shares written notice of such election (the “Mandatory Conversion Notice”) no later than ten (10) Business Days after the Mandatory Conversion Time. The Mandatory Conversion Notice must state (i) that the Company has exercised its right to cause the mandatory conversion of the Convertible Preferred Shares pursuant to this Section 4.10; (ii) the date of the Mandatory Conversion Time and the date scheduled for settlement of such mandatory conversion; (iii) the Conversi...