Cash Conversion Option Sample Clauses
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Cash Conversion Option. (a) If a Holder elects to convert all or any portion of a Security into shares of Applicable Stock as set forth in Section 4.1 and the Company receives such Holder's Notice of Conversion on or prior to the day that is 20 days prior to the Final Maturity Date (the "Final Notice Date"), the Company shall satisfy its Conversion Obligation in cash; provided that if, in the determination of the Company, the Conversion Settlement Distribution (as determined below) is expected to exceed the aggregate principal amount of the Securities to be converted, the Company may choose to deliver shares of Applicable Stock to the extent (and only to the extent) that the Conversion Settlement Distribution (as finally determined) exceeds the aggregate principal amount of Securities actually converted. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time on or before the date that is two Business Days following the Company's receipt of such Holder's Notice of Conversion as specified in Section 4.2 (such period, the "Cash Settlement Notice Period"). The Holder may retract such Holder's Notice of Conversion at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the "Conversion Retraction Period"). With respect to any Notice of Conversion received by the Company prior to the Final Notice Date, the "Conversion Settlement Distribution" for any Security subject to such Notice of Conversion shall consist of cash or a combination of cash and Applicable Stock, as set forth below:
(i) if the Company elects to satisfy the entire Conversion Obligation in cash, the Conversion Settlement Distribution shall be cash in an amount equal to the product of:
(A) a number equal to the product of (x) the aggregate principal amount of Securities to be converted divided by 1,000 multiplied by (y) the Conversion Rate, and
(B) the average Closing Price of the Applicable Stock during the 10 Trading-Day period beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the "Cash Settlement Averaging Period"); and
(ii) if the Company elects to satisfy a fixed dollar amount (other than 100%) of the Conversion Obligation in cash, the Conversion Settlement Distribution shall consist of:
(A) such cash amount (the "Cash Amount...
Cash Conversion Option. If Investor timely elects to convert this PIA into cash, Investor will be entitled to receive an aggregate cash amount (such amount the “Cash Conversion Payment”) equal to: the Purchase Price + the total amount of all deferred Participation Payments payable to Investor as of the Conversion Date (if any) Unless otherwise agreed to by the Company, the Cash Conversion Payment will:
(A) be payable, in cash, to Investor in equal quarterly installments over the one (1) year period immediately following the Conversion Date;
(B) at all times be subject to the amount of: (1) funds actually received by the Company during such one (1) year period as a result of the maturity, sale, assignment or other transfer of its then outstanding Loans; plus (2) the portion of the offering proceeds from the Qualified Offering specifically allocated to the payment of such amounts (with such reserve amount to be specified in the Qualified Offering disclosure materials);
(C) provided that, if at any time the Company does not have sufficient funds to make all applicable Cash Conversion Payments: (1) the Company will pay the available proceeds to the Investor and the other PIA Holders who have elected the cash Conversion Option pari-passu and pro-rata (based on initial investment value and taking into account any deferred Participation Payments); and (2) any unpaid amounts will be automatically carry over to, for payment on, the next quarter-end date the next quarter-end date. For purposes of illustration only, assuming Investor purchased this PIA for a $100,000 Purchase Price, elected to defer his/her/its respective Participation Payments, and was owed $10,000 in deferred Participation Payments as of the Conversion Date - Investor would be entitled to receive a total Cash Conversion Payment of $110,000 (being $100,000 + $10,000), with such amount to be paid quarterly, in equal installments, over the 1 year period commencing on the Conversion Date.