Conditions to Conversion Clause Samples
The "Conditions to Conversion" clause defines the specific requirements that must be met before a security, such as a convertible note or preferred share, can be converted into another form of equity, typically common stock. This clause may outline prerequisites like the occurrence of a qualified financing round, approval by a certain percentage of shareholders, or the passage of a set period. By clearly stating these conditions, the clause ensures that all parties understand when and how conversion can take place, thereby preventing disputes and providing predictability in the investment process.
Conditions to Conversion. The conversion of the Note pursuant to this Section 4 shall be subject to both the Company and the Holder obtaining all permits, authorizations, approvals or consents of, notice to or registration with any governmental authority or regulatory body or other person in relation to transactions contemplated under or as required by the Note and applicable laws. Each Party agrees to provide necessary assistance to the other Party for it to obtain from the relevant governmental and regulatory authority the approvals required to convert the Note into the Conversion Shares at the other Party’s reasonable request. In the event that the approvals cannot be obtained, the Holder may assign the Note and its rights and obligations hereunder to a third party acceptable to and agreed by the Company, provided that the Company may not unreasonably withhold its consent.
Conditions to Conversion. The conversion of all or any portion of the Variable Facility Commitment to the Fixed Facility Commitment is subject to the satisfaction, on or before the Closing Date, of (a) the conditions precedent contained in Section 6.08 and (b) all applicable General Conditions contained in Section 6.01.
Conditions to Conversion. The conversion of all or any portion of a Variable Loan to a Fixed Loan is subject to the satisfaction, on or before the Closing Date for such conversion, of (a) the conditions precedent contained in Section 6.08 and Section 6.11 and (b) all applicable General Conditions contained in Section 6.01.
Conditions to Conversion. All of the conditions precedent to conversion set forth in Section 4.03 of the Dutch Loan “B” Agreement have been satisfied or waived by the Lenders.
Conditions to Conversion. The conditions precedent to Conversion as listed in Section
Conditions to Conversion. Notwithstanding anything contained herein to the contrary, if the Holder is not already a party to such agreements, then as a condition to the issuance of Capital Stock upon conversion of this Note, the Holder shall enter into (i) the then-effective Stockholders Agreement with the Company and the other shareholders of the Company and (ii) customary market stand down and/or lockup agreements.
Conditions to Conversion. No conversion of Rate Periods will become effective unless:
(i) if the conversion is from Commercial Paper Rate Periods, the Trustee has received, prior to the date on which notice of conversion is required to be given to Registered Owners, written confirmation from the Remarketing Agent that it has not established and will not establish any Commercial Paper Rate Periods extending beyond the day before the Conversion Date (or Conversion Dates if the Remarketing Agent will be establishing Commercial Paper Rate Periods pursuant to Section 3.2(b));
(ii) the Trustee has been provided, no later than one day before the Conversion Date, with the written consent of the Bank to such conversion, which consent will not be unreasonably withheld, and, if the conversion is from Commercial Paper, Daily or Weekly Rate Periods to a Multiannual Rate Period, or from a Multiannual Rate Period to a Commercial Paper, Daily or Weekly Rate Period, a Favorable Opinion with respect to the conversion; and
(iii) if a Letter of Credit will be held by the Trustee after the Conversion Date, such Letter of Credit (A) will cover the principal of and interest (computed on the basis of a 360-day year, in the case of conversion to a Commercial Paper, Daily or Weekly Rate Period, and on the basis of a 360-day year consisting of twelve 30-day months, in the case of conversion to a Multiannual Rate Period) which will accrue on the Outstanding Bonds for 35 days in the case of conversion to a Daily or Weekly Rate Period, 275 days (or such fewer number of days as may be determined by the Company) in the case of conversion to a Commercial Paper Rate Period, and 185 days in the case of conversion to a Multiannual Rate Period, plus, in each case, an amount equal to interest for the number of days, if any, allowed for reinstatement of interest under the Letter of Credit, and (B) in the case of conversion to a Multiannual Rate Period, extends for a period which shall not end on a date that is earlier than the first date on which the Bonds can be called for optional redemption plus 5 days.
Conditions to Conversion. The obligation of the Investor to accept a Conversion of all or any part of the Convertible Security by way of Conversion Shares, shall be subject to the fulfilment on or before the relevant the relevant Conversion Date (as the case may be) of each of the conditions set out below.
(a) The representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the dates as of which they are made or deemed to be made.
(b) The Company has performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Conversion Date (as the case may be).
(c) If the Conversion Shares may not be issued without breaching Listing Rule 7.1, the Company has obtained an approval under either Listing Rule 7.1 (for the issue of the Conversion Shares) or Listing Rule 7.4 (for any previous issues of securities by the Company (including Securities already issued to the Investor)) to the extent it is required so that the Conversion Shares may be issued without breaching Listing Rule 7.1.
(d) The Company has provided the Investor with a copy of a duly executed and timely lodged Cleansing Statement (substantially in the form set out in Annexure D of this Agreement) and an Appendix 3B (substantially in the form set out in Annexure F of this Agreement) and confirmation that they have been lodged by the Company with ASX, in respect of the Conversion Shares within 1 Business Day following receipt of the Conversion Notice.
(e) No Event of Default other than a Remediable Event of Default has occurred.
(f) No Remediable Event of Default has occurred and is continuing.
(g) No Event of Default would result from such Conversion being effected.
(h) Any offer for sale by the Investor or its designee or nominee of the Conversion Shares does not and would not need disclosure under Part 6D.2 of the Corporations Act, subject only to the Company giving a Cleansing Statement.
(i) The issue and Electronic Delivery of such Conversion Shares would not result in the Company being in breach of the Listing Rules or any other Law.
(j) The ASX has not indicated to the Company that quotation of such Conversion Shares on the ASX will not be granted upon notification to the ASX of their issue.
(k) The Investor shall have received all deliveries required in connection with the Conversion.
(l) The Company has duly issued and Electronically Delivered to the Investor o...
Conditions to Conversion. The conversion of all or any portion of the SARM Variable Advances to one (1) or more Fixed Advances is subject to the satisfaction on or before the Closing Date, of all applicable conditions contained in Section 5.01 and Section 5.07. The interest rate for any converted Advance shall be determined pursuant to the terms of Section 2.01 of this Agreement. The Margin applicable to the converted Advance shall be determined by Lender prior to such conversion.
Conditions to Conversion. Each Holder of Series A Preferred Stock shall have the right to convert such shares at a closing for such purpose upon completion of the following: (i) payment to the Corporation of an aggregate principal amount of an additional $500,000; (ii) repayment of the aggregate principal amount and all accrued interest due under the Promissory Note (as defined in the Subscription Agreement) and (iii) an increase of the Corporation’s authorized shares of Common Stock.
(a) Provided that the conditions set forth in paragraph D (1) are satisfied and subject to the further provisions of this paragraph D 1 (a), each Holder of Series A Preferred Stock shall have the right at any time commencing after the issuance to such Holder of Series A Preferred Stock, to convert such shares into fully paid and non-assessable shares of Common Stock of the Corporation determined in accordance with the applicable conversion price provided in paragraph D(b) below (the “Conversion Price”). Each one share of Series A Preferred Stock shall be initially convertible into five (5) fully paid non-assessable shares of Common Stock of the Corporation, subject to adjustment herein. For the avoidance of doubt, on the date hereof the Series A Preferred Stock shall be initially convertible into 50,000,000 shares of Common Stock, subject to adjustment as provided herein.
(b) The Conversion Price of the Series A Preferred Stock shall be initially $0.0145, subject to adjustment, if any, only as described herein. Each share of Series A Preferred Stock shall be convertible into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing $0.0725 by the Conversion Price in effect at the time of conversion.
(c) Holder will give notice of its decision to exercise its right to convert the Series Preferred Stock, or part thereof, by sending by facsimile, hand delivery or certified mail an executed and completed notice of conversion (“Notice of Conversion”) to the Corporation. The Holder will not be required to surrender the Series A Preferred Stock certificate until the Series A Preferred Stock has been fully converted. Each date on which a Notice of Conversion is sent by facsimile to the Corporation in accordance with the provisions hereof shall be deemed a Conversion Date. The Corporation will itself, or cause the Corporation’s transfer agent to, transmit the Corporation’s Common Stock certificates representing the Common Stock issuable upon conversion of the Series A Pref...