Conversion Limitations definition
Examples of Conversion Limitations in a sentence
In the event such approval is so required, then the Company shall (i) within fifteen (15) days following notice by the Holder to convert an amount in excess of the Conversion Limitations file proxy materials relating to such stockholder approval with the Securities and Exchange Commission and (ii) use its best efforts to obtain as promptly as possible such stockholder approval.
The Company may only effect the Mandatory Conversion if each of the Equity Conditions shall have been met (unless waived in writing by the Holder) and subject to the Holder’s Conversion Limitations set forth above in Section 3(d), if applicable.
If an employee becomes eligible for conversion in accordance with Subsection 1 of the provision Employees Eligible for Conversion Privilege, then, subject to the provision Conversion Limitations, he shall be entitled to apply for an amount of individual life insurance equal to or, at his option, less than the total amount for which he was insured under this benefit on the date his insurance terminated.
In order to facilitate compliance with the foregoing, each Holder will be required to make a representation that it and its Affiliates will comply with the Conversion Limitations immediately after converting any Security and receipt of any shares of Common Stock issuable upon such conversion.
Notwithstanding the Conversion Limitations set forth in Section 6(a), the Board of Directors (or a delegated committee thereof) may exercise full discretion to permit the conversion of Proportionate Voting Shares by one or more Proportionate Voting Shareholders if such conversion is determined to be in the best interests of the Corporation.
Notwithstanding the Conversion Limitations set forth in Section 6(a), the Board of Directors (or a delegated committee thereof) may exercise full discretion to permit the conversion of Multiple Voting Shares by one or more Multiple Voting Shareholders if such conversion is determined to be in the best interests of the Corporation.
Conversion Limitations 22 EXHIBIT A – FORM OF CERTIFICATE OF DESIGNATION This INVESTMENT AGREEMENT (this “Agreement”), dated as of September 24, 2024, is by and among Learn SPAC HoldCo, Inc., a Delaware corporation (which shall be renamed “Innventure, Inc.” upon consummation of the Transaction, the “Company”), and the several Purchasers listed from time to time on Schedule I attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
Parent and Lender each agree, in the event Lender notifies Parent of its election to effect a conversion in accordance with Section 2.4 and this Article XIV (a "Conversion"), to take all corporate actions necessary to cause such a Conversion subject to the Conversion Limitations set forth in Section 14.2.
Section 4(c) of the Note entitled Conversion Limitations is amended to add Section 4(c)(iii) which reads as follows: The Company shall not effect any conversion of this Note, and Holder shall not have the right to convert any portion of this Note until completion of the Company amending its Certificate of Incorporation to increase the authorized shares of Common Stock of the Company.
The undersigned, on behalf of itself and its affiliates, hereby represents to the Company that upon and immediately after the conversion of Securities into shares of Common Stock, it and its affiliates are and will be in compliance with the Conversion Limitations applicable to such Securities pursuant to paragraph 6 of this Security.