Mandatory Conversion Conditions definition

Mandatory Conversion Conditions means each of the following events:
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Mandatory Conversion Conditions shall have the meaning as that term is defined in Section 5(b) below.
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Mandatory Conversion Conditions means, with respect to a given date of determination: (i) either (x) one or more Registration Statements filed pursuant to the Purchase Agreement and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any shares of Common Stock previously sold pursuant to such prospectus deemed unavailable) for the resale of all shares of Common Stock to be issued in connection with the event requiring this determination or (y) all Registrable Securities shall be eligible for sale pursuant to Rule 144 (as defined in the Purchase Agreement without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Note, other issuance of securities with respect to the Note) and (ii) the Company’s stockholders shall have provided all approvals as may be required by the applicable rules and regulations of The Nasdaq Stock Market, LLC (or any successor entity) (“Nasdaq”) with respect to a change of control of the Company pursuant to Section 5635(b) of the Listing Rules of Nasdaq (such approval, the “Stockholder Approval”);
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Examples of Mandatory Conversion Conditions in a sentence

  • If a Mandatory Conversion Conditions Failure occurs after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one Business Day thereafter, deliver to the Holder a notice of such failure and that the Mandatory Conversion shall not occur, unless the Holder, in its sole discretion, elects to waive such failure in writing, in which case the Company shall complete the Mandatory Conversion in accordance with this Section 6(b).

  • The Notice of Mandatory Conversion may only be given, if at all, within five (5) business days after the Company has received the net proceeds from an underwritten public offering of the Company's equity securities in the gross amount of not less than $30,000,000 at a per share equivalent price of not less than the Conversion Price in effect on the final closing of such public offering ("Mandatory Conversion Conditions" and such public offering being the "Qualified Offering").

  • The Company will not exercise its Mandatory Conversion Right, or otherwise send a Mandatory Conversion Notice, with respect to any Convertible Preferred Stock pursuant to this Section 10(c) unless the Common Stock Mandatory Conversion Conditions are satisfied with respect to the Mandatory Conversion.

  • The Notice of Mandatory Conversion may only be given, if at all, within five (5) business days after the Borrower has received the net proceeds from an underwritten public offering of the Borrower's equity securities in the gross amount of not less than $30,000,000 at a per share equivalent price of not less than the Conversion Price in effect on the final closing of such public offering ("Mandatory Conversion Conditions").

  • Upon and as a condition to the consummation of any transaction or transactions that satisfy the Transaction-Based Mandatory Conversion Conditions, the Company shall cause any acquiring party with respect to such transaction or transactions to specifically assume the obligations of this Section 9.

  • Such second notice must provide reasonable supporting detail demonstrating that the Mandatory Conversion Conditions have been satisfied and must be duly executed by an executive officer of the Company.

  • Notwithstanding the delivery of an Initial Mandatory Conversion Notice, a Mandatory Conversion shall not be effected unless all of the Mandatory Conversion Conditions and the other applicable conditions set forth in this Section 2 (including the Borrower’s delivery of a Final Mandatory Conversion Notice) are satisfied.

  • If the Mandatory Conversion Conditions cease to be satisfied during Mandatory Conversion Measuring Period then, at the option of the Holder, the Mandatory Conversion shall be deemed withdrawn and void ab initio.

  • The Notice of Mandatory Conversion may only be given, if at all, within five (5) business days after the Company has received the net proceeds from an underwritten public offering of the Company's equity securities in the gross amount of not less than $30,000,000 at a per share equivalent price of not less than the Conversion Price in effect on the final closing of such public offering ("Mandatory Conversion Conditions").

  • If a Mandatory Conversion Conditions Failure occurs after the delivery by the Company of the Mandatory Conversion Notice and prior to the Conversion Date, the Company shall, no later than one Business Day thereafter, deliver to the Holder a notice of such failure and that the Mandatory Conversion shall not occur, unless the Holder, in its sole discretion, elects to waive such failure in writing, in which case the Company shall complete the Mandatory Conversion in accordance with this Section 8(b).


More Definitions of Mandatory Conversion Conditions

Mandatory Conversion Conditions means (x) the Stock Price Condition (as defined below) and (y) the Common Stock Liquidity Conditions (as defined below).
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Mandatory Conversion Conditions has the meaning given in clause 4.3.
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Mandatory Conversion Conditions means, with respect to a given date of determination: (i) either (x) one or more Registration Statements filed pursuant to the Purchase Agreement and the prospectus contained therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any shares of Common Stock previously sold pursuant to such prospectus deemed unavailable) for the resale of all shares of Common Stock to be issued in connection with the event requiring this determination or (y) all Registrable Securities shall be eligible for sale pursuant to Rule 144 (as defined in the Purchase Agreement without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of the Note, other issuance of securities with respect to the Note) and (ii) the Company’s stockholders shall have provided all approvals as may be required by the applicable rules and regulations of The Nasdaq Stock Market, LLC (or any successor entity) (“Nasdaq”) with respect to a change of control of the Company pursuant to Section 5635(b) of the Listing Rules of Nasdaq (such approval, the “Stockholder Approval”); “Mandatory Conversion Amount” shall have the meaning set forth in Section 4(e). “Mandatory Conversion Date” shall have the meaning set forth in Section 4(e). “Mandatory Conversion Measuring Period” shall have the meaning set forth in Section 4(e). “Mandatory Conversion Notice” shall have the meaning set forth in Section 4(e). “Mandatory Conversion Notice Date” shall have the meaning set forth in Section 4(e).
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Related to Mandatory Conversion Conditions

  • Equity Conditions means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note, (c)(i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Event of Default and no existing event which, with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question (or, in the case of an Optional Redemption or Monthly Redemption, the shares issuable upon conversion in full of the Optional Redemption Amount or Monthly Redemption Amount) to the Holder would not violate the limitations set forth in Section 4(d) and Section 4(e) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (i) the applicable Holder is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information, (j) for each of the twenty (20) Trading Days prior to the applicable date in question, the closing price of the Common Stock on the principal Trading Market is at least equal to the Floor Price plus an eight percent (8%) premium (as defined below), (k) the average daily dollar volume of for the Common Stock on the principal Trading Market for the twenty (20) Trading Days prior to the applicable date in question exceeds $200,000, and (l) the Company has timely filed (exclusive of any grace period) all of its SEC Reports during the time period in question.