Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall be equal to $0.05 (the “Fixed Conversion Price”), provided, further, that 180 calendar days after the Issue Date, the Conversion Price shall equal the lower of (i) the Fixed Conversion Price; (ii) discount to market based upon subsequent financings with other investors; or (iii) sixty-five percent (65%) multiplied by the lowest traded price of the Common Stock during the fifteen (15) consecutive Trading Day period immediately preceding the date of the respective conversion (the “Alternate Conversion Price”); and provided, further, however, and notwithstanding the above calculation of the Alternate Conversion Price or any other calculation of Conversion Price pursuant to this Section 1.2, if the lowest traded price of the Common Stock is less than the Conversion Price on the date following the Conversion Date (the “Free Trading Share Receipt Date”) on which the Holder actually receives from the Company or its transfer agent Conversion Shares issuable pursuant to this Section 1 which are immediately upon receipt unrestricted and freely tradable by the Holder either by way of (A) registration under the 1933 Act or (B) pursuant to Rule 144 under the 1933 Act (or a successor rule) (“Rule 144”), Rule 144A under the 1933 Act (or a successor rule) (“Rule 144A”), Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), or other applicable exemption, then the Conversion Price shall be deemed to have been retroactively adjusted, as of the Conversion Date, to a price equal to sixty-five percent (65%) multiplied by the lowest traded price of the Common Stock on the Free Trading Shares Receipt Date (the “Free Trading Shares Receipt Date Conversion Price”), and the Company shall, on the Trading Day following the Free Trading Share Receipt Date, issue to the Holder additional shares of unrestricted, freely tradable Common Stock equal to the difference between (Y) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Conversion Price and (Z) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Free Trading Shares Receipt Date Conversion Price (subject to the beneficial ownership limitations contained in Section 1.1, such that the additional shares shall be issued in tranches if required to comply with such beneficial ownership limitations); and provided, further, however, and notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price and
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Samples: Securities Purchase Agreement (Touchpoint Group Holdings Inc.)
Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall be equal to $0.05 (the “Fixed Conversion Price”), provided, further, that 180 calendar days after the Issue Date, the Conversion Price shall equal be the lower Variable Conversion Price (as defined herein) (subject, in each case, to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (i) the Fixed also subject to adjustment as further described herein). The “Variable Conversion Price; (ii) discount to market based upon subsequent financings with other investors; or (iii) sixty-five percent (65%) ” shall mean 70% multiplied by the lowest traded price Market Price (as reported by OTC Markets) (representing a discount rate of 30%). “Market Price” means the Volume Weighted Average Price for the Common Stock during the fifteen thirty (1530) consecutive Trading Day period immediately preceding the date of the respective conversion (the “Alternate Conversion Price”); and provided, further, however, and notwithstanding the above calculation of the Alternate Conversion Price or any other calculation of Conversion Price pursuant to this Section 1.2, if the lowest traded price of the Common Stock is less than the Conversion Price ending on the date following last complete Trading Day prior to the Conversion Date for such security that is quoted on OTC Markets. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the “Free Trading Share Receipt Date”) on which the Holder actually receives from the Company issuance of new promissory notes or its transfer agent Conversion Shares issuable pursuant to this Section 1 which are immediately upon receipt unrestricted and freely tradable by the Holder either by way of (A) registration under the 1933 Act or (B) pursuant to Rule 144 under the 1933 Act (or a successor rule) (“Rule 144”), Rule 144A under the 1933 Act (or a successor rule) (“Rule 144A”), Regulation S under the 1933 Act (or a successor rule) (“Regulation S”replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has the right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to market greater than the Volume Weighted Average Price in effect at that time (prior to all other applicable exemptionadjustments in the Note), then the Conversion Volume Weighted Average Price shall be deemed automatically adjusted to have been retroactively adjustedsuch greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, as while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of the Conversion Date, to new promissory notes or of a price equal to sixty-five percent (65%) multiplied by the lowest traded price of the Common Stock on the Free Trading Shares Receipt Date (the “Free Trading Shares Receipt Date Conversion Price”replacement promissory note), and or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the Company shalllook back period in effect under the Note at that time, on then the Trading Day following the Free Trading Share Receipt Date, issue Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder additional shares of unrestrictedHolder, freely tradable Common Stock equal with the adjusted Variable Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the difference between triggering event), within one (Y1) business day of an event that requires any adjustment described in the number two immediately preceding sentences. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion Shares receivable upon conversion to cover Holder’s deposit fees associated with each Notice of the applicable Conversion Amount at the Conversion Price and (Z) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Free Trading Shares Receipt Date Conversion Price (subject to the beneficial ownership limitations contained in Section 1.1, such that the additional shares shall be issued in tranches if required to comply with such beneficial ownership limitations); and provided, further, however, and notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price andConversion.
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Samples: Securities Purchase Agreement (Byzen Digital, Inc.)
Calculation of Conversion Price. The per share conversion price into which any Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall be equal to $0.05 (the “Fixed Conversion Price”), provided, further, that 180 calendar days after the Issue Date, the Conversion Price shall equal the lower of (i) the Fixed Conversion Price; (ii) discount to market based upon subsequent financings with other investors; or (iii) sixty-five percent (65%) 60% multiplied by the lowest traded volume-weighted average price of the Common Stock on the OTCQB (or if not reported, as calculated by the Holder in good faith) during the fifteen thirty (1530) consecutive Trading Day period immediately preceding the date Trading Day that the Company receives a Notice of the respective conversion (the “Alternate Conversion Price”)Conversion; and provided, further, however, and notwithstanding the above calculation of the Alternate Conversion Price or any other calculation of Conversion Price pursuant to this Section 1.2, if the lowest traded closing bid price of the Common Stock is less than the Conversion Price on the date following the Conversion Date (the “Free Trading Share Receipt Date”) on which the Holder actually receives from the Company or its transfer agent Conversion Shares issuable pursuant to this Section 1 which are immediately upon receipt unrestricted and freely tradable by the Holder either by way of (A) registration under the 1933 Act or (B) pursuant to Rule 144 under the 1933 Act (or a successor rule) (“Rule 144”), Rule 144A under the 1933 Act (or a successor rule) (“Rule 144A”), ) or Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), or other applicable exemption, then the Conversion Price shall be deemed to have been retroactively adjusted, as of the Conversion Date, to a price equal to sixty-five percent (65%) 75% multiplied by the lowest traded closing bid price of the Common Stock on the Free Trading Shares Receipt Date (the “Free Trading Shares Receipt Date Conversion Price”), and the Company shall, on the Trading Day following the Free Trading Share Receipt Date, issue to the Holder additional shares of unrestricted, freely tradable Common Stock equal to the difference between (Y) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Conversion Price and (Z) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Free Trading Shares Receipt Date Conversion Price (subject to the beneficial ownership limitations contained in Section 1.1, such that the additional shares shall be issued in tranches if required to comply with such beneficial ownership limitations)Price; and provided, further, however, and notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price andOffering.
Appears in 1 contract
Samples: Securities Purchase Agreement (Quantumsphere, Inc.)
Calculation of Conversion Price. The Conversion Price shall be the $0.20 per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall be equal to $0.05 (the “Fixed Conversion Price”) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), providedor Section 3(a)(10) transaction, further, in which any 3rd party has the right to convert monies owed to that 180 calendar days after the Issue Date, the Conversion Price shall equal the lower of 3rd party (ior receive shares pursuant to a settlement or otherwise) the Fixed Conversion Price; (ii) at a discount to market based upon subsequent financings with other investors; or (iii) sixty-five percent (65%) multiplied by greater than the lowest traded price of the Common Stock during the fifteen (15) consecutive Trading Day period immediately preceding the date of the respective conversion (the “Alternate Conversion Price”); and provided, further, however, and notwithstanding the above calculation of the Alternate Variable Conversion Price or any other calculation of Conversion Price pursuant in effect at that time (prior to this Section 1.2, if the lowest traded price of the Common Stock is less than the Conversion Price on the date following the Conversion Date (the “Free Trading Share Receipt Date”) on which the Holder actually receives from the Company or its transfer agent Conversion Shares issuable pursuant to this Section 1 which are immediately upon receipt unrestricted and freely tradable by the Holder either by way of (A) registration under the 1933 Act or (B) pursuant to Rule 144 under the 1933 Act (or a successor rule) (“Rule 144”), Rule 144A under the 1933 Act (or a successor rule) (“Rule 144A”), Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), or all other applicable exemptionadjustments in the Note), then the Variable Conversion Price shall be deemed automatically adjusted to have been retroactively adjustedsuch greater discount percentage (prior to all applicable adjustments in this Note) until this Note is no longer outstanding. Each time, as while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to the issuance of the Conversion Date, to new promissory notes or of a price equal to sixty-five percent (65%) multiplied by the lowest traded price of the Common Stock on the Free Trading Shares Receipt Date (the “Free Trading Shares Receipt Date Conversion Price”replacement promissory note), and or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the Company shalllook back period in effect under the Note at that time, on then the Trading Day following the Free Trading Share Receipt Date, issue Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longer outstanding. The Borrower shall give written notice to the Holder additional shares of unrestrictedHolder, freely tradable Common Stock equal with the adjusted Variable Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the difference between triggering event), within one (Y1) business day of an event that requires any adjustment described in the number two immediately preceding sentences. Holder shall be entitled to deduct $500.00 from the conversion amount in each Notice of Conversion Shares receivable upon conversion to cover Holder’s deposit fees associated with each Notice of the applicable Conversion Amount at the Conversion Price and (Z) the number of Conversion Shares receivable upon conversion of the applicable Conversion Amount at the Free Trading Shares Receipt Date Conversion Price (subject to the beneficial ownership limitations contained in Section 1.1, such that the additional shares shall be issued in tranches if required to comply with such beneficial ownership limitations); and provided, further, however, and notwithstanding the above calculation of the Conversion Price, if, prior to the repayment or conversion of this Note, in the event the Borrower consummates a registered or unregistered primary offering of its securities for capital raising purposes (a “Primary Offering”), the Holder shall have the right, in its discretion, to (x) demand repayment in full of an amount equal to any outstanding Principal Amount and interest (including Default Interest) under this Note as of the closing date of the Primary Offering or (y) convert any outstanding Principal Amount and interest (including any Default Interest) under this Note into Common Stock at the closing of such Primary Offering at a Conversion Price equal to the lower of (i) the Conversion Price andConversion.
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