Conversion and Repayment Clause Samples

Conversion and Repayment. Wellcome may by written notice to the Company served in accordance with Clause 4.3: (a) convert the Loan (or part of the Loan), into fully paid Conversion Stock as follows: (i) in connection with a Sale pursuant to the terms of paragraph 1.1 of Schedule 5; (ii) at any time after the second (2nd) anniversary of the Effective Date pursuant to the terms of paragraph 1.2 of Schedule 5; or (iii) in the case of an Event of Default pursuant to the terms of paragraph 1.2 of Schedule 5 and Clause 9.2(a); or (b) require repayment of the Loan (or part of the Loan) together with Accrued Interest, in the following circumstances: (i) at any time after the fifth (5th) anniversary of the Effective Date; (ii) in the case of a Sale, within fifteen (15) business days following the closing date of a Sale (iii) in the case of an Event of Default, in accordance with Clause 9.2(b).
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Conversion and Repayment. (a) Conversion upon a Qualified Financing. (i) In the event that the Company issues and sells partnership interests or other equity securities (and not other Notes) (“Equity Securities”) to investors (the “Investors”) on or before the Maturity Date in an equity financing with total proceeds to the Company of not less than €40,000,000 (including the proceeds of any then outstanding convertible indebtedness of the Company to be converted in connection with such equity financing including, without limitation, this Note and any other convertible Notes issued by the Company) (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest (the “Outstanding Accrued Interest”) shall convert into Equity Securities sold in the Qualified Financing at a conversion price equal to the cash price for an equivalent portion of such Equity Securities by the Investors in the Qualified Financing (which may be represented by a capital contribution and associated capital account) multiplied by 0.80; provided, however, that in lieu of converting the Outstanding Accrued Interest, the Company shall have the option (in its sole discretion) to pay the Outstanding Accrued Interest to the Holder in cash. For purposes of the conversion contemplated by this Section 2 or to determine any amounts payable hereunder, any amount in U.S. Dollars shall be converted into Euros at the prevailing conversion rate as of the close of business on the date that is two (2) business days prior to the conversion.
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Conversion and Repayment. Conversion upon a Qualified Financing. In the event that the Company issues and sells shares of its equity securities ("Equity Securities") to investors (the "Investors") while this Note remains outstanding in an equity financing with total proceeds to the Company of not less than $1,000,000 (excluding the conversion of the Notes) (a "Qualified Financing"), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into Equity Securities sold in the Qualified Financing at a conversion price equal to the price paid per share for Equity Securities by the Investors in the Qualified Financing multiplied by 0.7. The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing Change of Control. If the Company consummates a Change of Control (as defined below) while this Note remains outstanding, the Company shall repay the Holder in cash in an amount equal to the outstanding principal amount of this Note plus any unpaid accrued interest on the original principal. For purposes of this Note, a"Change of Control"means (i) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shares of capital stock of the Company immediately prior to such consolidation, merger or reorganization continue to represent a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred; or (iii) the sale or transfer of all or substantially all of the Company's assets, or the exclusive license of all or substantially all of the Company's material intellectual property; provided that a Change of Control shall not include any transaction or series of
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Conversion and Repayment. Each Convertible Debenture will be convertible into Conversion Securities pursuant to this Section 2.01(c).
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Conversion and Repayment. At the option of the Investor, all or any part of the outstanding principal amount of the Debenture(s) (excluding any accrued and unpaid interest thereon which shall be paid quarterly) shall be convertible during the Conversion Period, as defined below, as follows:
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Conversion and Repayment. (a) If the Company, on or before the Maturity Date, issues and sells shares of its preferred stock (the “New Preferred Stock”) in a transaction, or series of related transactions, that raises at least $5,000,000 in equity financing for the Company, excluding indebtedness evidenced by the 2018 Notes that is converted into shares of New Preferred Stock in such transaction (which financing is referred to herein as a “Qualified Financing”), then upon the closing of such Qualified Financing, all of the then unpaid principal amount of this Note, together with accrued but unpaid interest thereon, shall automatically convert into shares of the same series of preferred stock of the Company as are issued by the Company in the Qualified Financing at a conversion price equal to the lower of: (i) 0.8 times the price per share that is paid by the investors purchasing shares of New Preferred Stock for cash in such Qualified Financing or (ii) an amount per share (the “Valuation Cap Per Share Value”) equal to (x) $50,000,000 divided by (y) the total number of shares of Common Stock of the Company outstanding immediately prior to the closing of the Qualified Financing, as determined on a fully-diluted basis to give effect to the conversion of all issued and outstanding shares of convertible preferred stock of the Company and the exercise of all then outstanding warrants and options of the Company, but excluding shares that are available for issuance, but are not subject to awards that are then outstanding, under the Company’s equity incentive plan or plans. (b) If the Company, on or before the Maturity Date, issues or sells any New Preferred Stock for cash in a single transaction or series of related transactions other than the Qualified Financing at any time on or before the date this Note matures (“Other Financing”), all (but not less than all) of the unpaid principal of this Note plus accrued interest on this Note may be converted at the option of the holders of a majority of the then outstanding principal amount under the 2018 Notes (the “Majority Note Holders”) at the closing of the Other Financing into shares of New Preferred Stock as issued and sold by the Company in such Other Financing at a price per share or unit equal to (i) 0.80 times (ii) the price per share at which shares of New Preferred Stock were issued and sold for cash in such Other Financing. (c) In the event that all of the unpaid principal of this Note plus accrued interest on this Note was not conver...
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Conversion and Repayment 
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Related to Conversion and Repayment

  • Redemption and Prepayment Section 3.01.

  • Redemptions and Repurchases (a) The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Declaration of Trust and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 6.2 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Series or to determine fairly the value of the net assets held with respect to the Trust or such Series or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. (b) Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Series for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined by or under authority of the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind. (c) The Trustees may require any Shareholder or group of Shareholders (including some or all of the Shareholders of any Series or Class) to redeem Shares for any reason as determined by the Trustees, in their sole discretion, including (i) the determination of the Trustees that direct or indirect ownership of Shares of the Trust or any Series has or may become concentrated in such Shareholder to an extent that would disqualify any Series as a regulated investment company under the Internal Revenue Code of 1986, as amended (or any successor statute thereto), (ii) the failure of a Shareholder to supply a tax identification number if required to do so, or to have the minimum investment required (which may vary by Series or Class), (iii) if the Share activity of the account or ownership of Shares by a particular Shareholder is deemed by the Trustees either to affect adversely the management of the Trust or any Series or Class or not to be in the best interests of the remaining Shareholders of the Trust or any Series or Class or (iv) the failure of a Shareholder to pay when due for the purchase of Shares issued to him. Any such redemption shall be effected at the redemption price and in the manner provided in this Article VI. (d) The Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or any successor statute thereto), or to comply with the requirements of any other taxing authority. (e) Subject to applicable federal law including the 1940 Act, and except as otherwise determined by the Trustees, upon redemption, Shares shall no longer be deemed outstanding or carry any voting rights irrespective of whether a record date for any matter on which such Shares were entitled to vote had been set on a date prior to the date on which such Shares were redeemed. In making a determination as to whether redeemed Shares shall be deemed outstanding and carry any voting rights with respect to any matter on which such Shares were entitled to vote prior to redemption, subject to applicable federal law including the 1940 Act, the Trustees may, among other things, determine that Shares redeemed either before or after a date specified by the Trustees between the record date for such matter and the meeting date for such matter shall be deemed outstanding and retain voting rights, which determination may be made for any reason including that it would not be reasonably practicable to obtain a quorum if all of the Shares redeemed after the record date for such matter and before the voting date no longer were deemed outstanding and carried any voting rights.