Conversion Arrangement Sample Clauses
A Conversion Arrangement clause outlines the terms and conditions under which one type of financial instrument or contractual right can be converted into another, such as converting debt into equity or preferred shares into common shares. This clause typically specifies the conversion ratio, timing, procedures, and any conditions that must be met for the conversion to take place. Its core practical function is to provide a clear and agreed-upon mechanism for changing the nature of an investment or obligation, thereby offering flexibility and certainty to the parties involved.
Conversion Arrangement. The Company has the option to designate a financial institution to which Securities surrendered for conversion by a Holder of Securities shall be initially offered by the Conversion Agent for exchange in lieu of the Company's converting the Securities. When a Holder surrenders Securities for conversion, the Conversion Agent shall cause the Securities first to be offered to a financial institution chosen by the Company for exchange lieu of conversion. The Company expects that when the Securities are convertible, the designated institution shall submit to the Conversion Agent a non-binding offer to accept Securities surrendered for conversion. In order to accept Securities surrendered for conversion, the designated institution must agree to exchange for such Securities a number of shares of Common Stock equal to the number of such shares the Holder of such Securities would receive upon conversion, plus cash for any fractional shares. If the institution accepts any such Securities, it shall deliver, or shall cause to be delivered on its behalf, the appropriate number of shares of Common Stock and cash to the Stock Transfer Agent or the Conversion Agent, as the case may be, and the Stock Transfer Agent or the Conversion Agent, as the case may be, shall deliver those shares or cash, as the case may be, to the Holder who surrendered the Securities. The designation of an institution to which Securities may be submitted for exchange does not require the institution to accept any Securities from the Conversion Agent. If the designated institution declines to accept any Securities in whole or in part, those Securities or parts of Securities shall be converted into shares of Common Stock as the close of business on the Business Day following the Business Day on which the Securities are surrendered for conversion. If the designated institution agrees to accept any Securities for exchange but does not timely deliver the related shares of Common Stock and cash, the Securities shall be converted and the shares of Common Stock and cash shall be delivered. Any Securities accepted for exchange by the designated institution shall remain outstanding.
Conversion Arrangement. (a) At any time prior to the maturity date of the Convertible Loan actually disbursed under this Agreement, ECARX Hubei shall have the right (but not the obligation), though ECARX Cayman to convert (i) all or part of the principal amount of the Convertible Loan; or (ii) all or part of the principal amount of the Convertible Loan, together with the corresponding accrued but unpaid interest thereon (collectively, the "Conversion Amount"), into shares of DreamSmart Singapore ("Conversion").
(i) If, prior to the Conversion, DreamSmart Singapore conducts a new round of equity financing ("New Financing"; for the avoidance of doubt, if there are multiple rounds, it refers to the first round of equity financing immediately following the Disbursement Date of the Convertible Loan), the Conversion Amount shall be converted into shares of DreamSmart Singapore of the same class and with identical rights and preferences as those issued in such New Financing, based on the same valuation as such New Financing.
(ii) If, prior to the Conversion, DreamSmart Singapore has not conducted any New Financing, the Conversion Amount shall be converted into shares of DreamSmart Singapore at a price to be separately agreed upon by the Parties at such time. The class and rights and preferences of such DreamSmart Singapore shares shall be separately confirmed by the Parties through negotiation at that time.
(b) If the Lender elects to convert the Convertible Loan into shares of DreamSmart Singapore in accordance with the above, both the Borrower and DreamSmart Singapore shall actively cooperate and promptly execute the corresponding offshore transaction documents to effect the Conversion. The Borrower shall, within ten (10) business days after the corresponding offshore transaction documents become effective and all conditions precedent for closing specified therein have been satisfied or waived by the Lender and/or ECARX Cayman (subject to the specific terms of the offshore transaction documents at that time), repay the Conversion Amount to ECARX Hubei. ECARX Cayman shall, within ten (10) business days after the Borrower completes the aforementioned repayment of the Conversion Amount, pay a US Dollar amount equivalent to such Conversion Amount (calculated using the then-prevailing exchange rate) to a bank account designated by DreamSmart Singapore as consideration for subscribing to a specific number of shares. DreamSmart Singapore shall issue the corresponding number of shares to ECAR...