Upon Conversion Sample Clauses
The "Upon Conversion" clause defines the terms and procedures that take effect when a convertible instrument, such as a convertible note or SAFE, is converted into equity in a company. Typically, this clause specifies the timing, conversion price, and the type of shares the holder will receive, as well as any adjustments or rights that accompany the new equity. For example, it may outline how the number of shares is calculated based on a valuation cap or discount rate. The core function of this clause is to ensure a clear and predictable process for converting debt or investment into ownership, thereby reducing uncertainty and potential disputes between the parties involved.
Upon Conversion. Subject as provided in this paragraph with respect to fractions, the number of Common Shares to be issued on Conversion in respect of each Preferred Security to be converted shall be determined by dividing the Liquidation Preference of such Preferred Security by the relevant Conversion Price in effect on the relevant Conversion Notice Date rounded down to the nearest whole number of Common Shares. Fractions of Common Shares will not be issued on Conversion or pursuant to Section 4.05(d) of the Contingent Convertible Preferred Securities Indenture and no cash payment or other adjustment will be made in lieu thereof. Without prejudice to the generality of the foregoing, if one or more Delivery Notices and the related Preferred Securities are received by or on behalf of a Paying and Conversion Agent such that the Common Shares to be delivered by or on behalf of the Conversion Shares Depository are to be registered in the same name or delivered to the same Clearing System participant account, the number of such Common Shares to be delivered in respect thereof shall be calculated on the basis of the aggregate Liquidation Preference of such Preferred Securities being so converted and rounded down to the nearest whole number of Common Shares. Upon any Trigger Event, Holders (and beneficial owners) of any Preferred Securities shall have no claim against the Company in respect of (i) any Liquidation Preference of the Preferred Securities or (ii) any accrued and unpaid Distributions in respect of Preferred Securities, and the Preferred Securities shall cease to represent any right other than the right to receive Common Shares from or on behalf of the Conversion Shares Depository (except as noted in the seventh paragraph under “Settlement Procedures” with respect to certain Spanish stamp and similar taxes payable by the Company in respect of the issue and delivery of the Common Shares).
Upon Conversion. (a) Guarantor shall transfer to Lender 100% of the issued and outstanding shares of Borrower, free and clear of all liens and encumbrances, which transfer shall include indirect ownership of all acquired Target Assets constituting the Banji Step Group following completion of acquisitions;
(b) All of Guarantor’s rights and interests in Borrower shall vest in Lender;
(c) The outstanding principal amount of the Loan and all accrued interest shall be deemed satisfied and discharged;
(d) Guarantor shall provide all necessary corporate resolutions, share certificates, and other documentation to effect the transfer;
(e) Lender shall be entitled to exercise all rights as the sole shareholder of Borrower;
(f) Lender shall acquire, through its ownership of Borrower, all rights, title, and interests in the Subsidiaries and Material Assets set forth in Annex A and Annex B.
Upon Conversion. (a) On Conversion and or cancellation of any Notes:
(i) the Noteholder will be deemed from that Conversion to have accepted the Conversion Shares on the terms of and be bound by the Constitution; and
(ii) all amounts owing under any Advances applicable to the Notes Converted are deemed repaid in full.
(b) The Conversion of the Notes shall be regarded as an application for Shares (and provision of the applicable consideration) in compliance with the Constitution.
(c) Certificates evidencing the Conversion Shares shall not be required to contain the legend set forth in paragraph 2.3 above or any other legend:
(i) while a registration statement covering the resale of such Conversion Shares is effective under the 1933 Act (provided that Noteholder provides the Company with any certificates from Noteholder or its broker reasonably required by the Company’s transfer agent),
(ii) following any sale of such Conversion Shares pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), or a registration statement, or if such Conversion Shares are sold, assigned or transferred outside the United States to a non-U.S. Person in accordance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations,
(iii) if such Conversion Shares are eligible to be sold, assigned or transferred under Rule 144 without current public information being available and without volume and manner of sale limitations (provided that Noteholder provides the Company with reasonable assurances that such Conversion Shares are eligible for sale, assignment or transfer under Rule 144, which shall not include an opinion of counsel, but which may include any certificates from Noteholder or its broker reasonably required by the Company’s transfer agent),
(iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that Noteholder provides the Company with an opinion of counsel from reputable counsel to the effect that such sale, assignment or transfer of the Conversion Shares may be made without registration under the applicable requirements of the 1933 Act or
(v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC).
(d) If a legend is not required pursuant to paragraph 4(c), the Company shall no later than five (5) Trading Days following either
Upon Conversion. In the event this Note is converted, in whole or in part, in the manner set forth in Section 5 herein, then Holder shall also receive at the time of conversion a Unit purchase warrant (“Warrant”) to purchase ½ Unit, or the equivalent thereof, at an exercise price of $1.00 per Unit, subject to adjustment in accordance with the Warrant agreement, for each Unit issued upon conversion of the Note.