Forced Conversion Conditions definition

Forced Conversion Conditions means (a) no Payment Default is then continuing; (b) the resale of all Common Units to be delivered upon conversion of the Class A Preferred Units shall be registered under the Securities Act, pursuant to an effective registration statement that is then available for the resale of such Common Units; (c) all Common Units to be delivered upon conversion of the Class A Preferred Units have been authorized for listing or quotation or admitted to trading, as applicable, on the New York Stock Exchange or such other National Securities Exchange on which the Common Units are then listed, quoted or admitted to trading, (d) the average daily trading volume of the Common Units on the National Securities Exchange upon which such Common Units are then listed, quoted or admitted to trading was at least 50,000 Common Units (subject to appropriate adjustment in accordance with Section 5.12(d)(x)) for 20-trading days over the 30-trading day period ending on the close of trading on the trading day immediately prior to the date of the Class A Conversion Notice; and (e) the VWAP Price for the 15-trading day period ending on the close of trading on the trading day immediately prior to the date of the Class A Conversion Notice is equal to or greater than 120% of the Class A Conversion Price (with the conditions set forth in clauses (d) and (e) being referred to herein as the “Class A Conversion Notice Conditions”).

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Forced Conversion Conditions means, with respect to any particular Trading Day, both (a) the Closing Sale Price of the Borrower’s Common Stock is at or above 140% of the Conversion Price then in effect on the immediately preceding Trading Day; and (b) the Lender would be able to sell shares issuable upon exchange of a Note under Rule 144 under the Securities Act (without volume or manner-of-sale restrictions) and/or an effective registration statement without restriction.

Forced Conversion Conditions means all of the following:

Examples of Forced Conversion Conditions in a sentence

No such conversion will occur on any Trading Day on which Forced Conversion Conditions are not satisfied.
The mandatory conversion provisions of this paragraph 6.3 will continue to apply only upon each successive Trading Day after the Mandatory Exchange Date upon which the Forced Conversion Conditions are satisfied until all of the principal and interest that can be required to be exchanged for Common Stock pursuant to this paragraph 6.3 has been exchanged for Common Stock pursuant to this paragraph 6.3.
For the avoidance of doubt, to the extent any portion of the Prepayment Premium cannot be paid in shares of Common Stock by operation of Section 2.4 (including without limitation as the result of failure to satisfy the Forced Conversion Conditions at any time) or Section 2.7, such portion shall be paid in cash.
If any of the Additional Forced Conversion Conditions is not satisfied at any time following the delivery of a Forced Conversion Notice and prior to the Share Issuance Date in respect of Forced Conversion, the Company shall immediately notify the Holder of such failure and, unless the Holder waives such Additional Forced Conversion Condition by written notice to the Company, the Forced Conversion Notice shall be voided and the Forced Conversion shall not be effected.
The mandatory conversion provisions of this paragraph 6.2 will continue to apply only upon each successive Trading Day after the Mandatory Exchange Date upon which the Forced Conversion Conditions are satisfied until all of the principal and interest that can be required to be exchanged for Common Stock pursuant to this paragraph 6.2 has been exchanged for Common Stock pursuant to this paragraph 6.2.

More Definitions of Forced Conversion Conditions

Forced Conversion Conditions means, for any applicable date of determination, (a) there has been no Equity Conditions Failure, (b) the Closing Price on the Forced Conversion Date is greater than either (i) if the Closing Price on such date is $1.00 or greater, 109% of the Revised Conversion Price or (ii) if the Closing Price on such date is less than $1.00, 115% of the Revised Conversion Price and (c) less than $2 million of the Series C Preferred Stock of the Company remains outstanding.

Forced Conversion Conditions means, at any time of determination with respect to any issuance of Common Stock pursuant to this Agreement or the Secured Notes, the Forced Conversion Conditions as defined in the Secured Notes.

Forced Conversion Conditions shall be satisfied if, after the second anniversary of the Issue Date (A) shares of the Common Stock are, at the relevant time, listed on either Nasdaq or the NYSE, and (B) the Last Reported Sale Price per Common Share on either such stock exchange exceeds $14 for twenty (20) Trading Days (whether or not consecutive) in the thirty (30) consecutive Trading Day period immediately prior to the issuance of the relevant Forced Conversion Notice (irrespective of any changes to the price per share of Common Stock subsequent to the issuance by the Company of a Forced Conversion Notice). 5.2

Forced Conversion Conditions means, as of any date of determination, (A) the Common Stock is listed or quoted on a Principal Market (B) no Default or Event of Default has occurred and is continuing under the Note Agreement or the Loan Agreement, (C) the conversion is in compliance with the Loan Agreement (including, without limitation, with respect to the Exchange Cap), (D) either (x) all shares of Common Stock issued pursuant to such Forced Conversion will be eligible for resale, by a person that is not an Affiliate of Borrower, without registration under any applicable federal or state securities laws; or (y) a shelf registration statement registering the resale of such shares of Common Stock is effective under the Securities Act and available for use by the persons to whom such shares are to be issued, and Borrower expects such shelf registration statement to remain effective and so available for use from the date of the issuance of such shares through the date that is thirty (30) calendar days following such issuance, (E) the Daily VWAP on the date of the Forced Conversion Notice (or, in connection with a Cash Prepayment as contemplated by Section 2.4(a)(ii) of the Loan Agreement, the Daily VWAP as calculated pursuant to and during the applicable periods contemplated by, the third sentence of Section 2.4(a)(ii) of the Loan Agreement) shall be equal to or greater than the Fixed Conversion Price, (F) Borrower’s transfer agent is participating in DTC’s Fast Automated Securities Transfer Program and (G) Borrower shall not be aware of any material non-public information with respect to itself or the Common Stock.

Forced Conversion Conditions means (i) the Closing Sale Price of the Common Stock on a Principal Market is at or above 150% of the Conversion Price on the Trading Day immediately preceding and at or above 150% of the Conversion Price for at least 20 Trading Days within the period of 30 consecutive Trading Days immediately preceding the date the Company gives notice of conversion or redemption, as applicable, (ii) a Registration Statement under the Securities Act, covering the underlying shares of Common Stock issuable upon the conversion of the Preferred Stock has been declared effective by the SEC (unless such shares of Common Stock are freely tradable under Rule 144(b)(1)) and no stop order has been issued with respect thereto; and (iii) the Common Stock is listed/quoted on one of the Principal Markets.

Forced Conversion Conditions has the meaning set forth in Section 5.1(b). “Forced Conversion Notice” has the meaning set forth in Section 5.1(b). “Governmental Authority” means the government of the United States, any foreign country or any multinational authority, or any state, commonwealth, protectorate or political subdivision thereof, and any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “Holdback Amount” has the meaning set forth in Section 5.3(j). “Holdback Extension Amount” has the meaning set forth in Section 5.3(j). “Holdback Extension Period” has the meaning set forth in Section 5.3(j). “Holdback Extension Shares” has the meaning set forth in Section 5.3(j).

Forced Conversion Conditions has the meaning set forth in Section 5.1(b).

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