Conversion Cap Sample Clauses
A Conversion Cap clause sets a maximum valuation at which convertible securities, such as convertible notes or SAFEs, can convert into equity during a future financing round. In practice, this means that if the company raises new funds at a high valuation, the holders of the convertible securities will convert their investment into shares as if the company were valued at no more than the cap amount, often resulting in a larger equity stake for the investor. This clause protects early investors by ensuring they receive a favorable conversion rate, even if the company’s valuation increases significantly before the next financing event.
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Conversion Cap. In consideration of the waiver granted hereunder, and without limitation to the provisions of Section 5.13 of the Securities Purchase Agreement or other Company Restrictions that restrict the conversion by Investors of Convertible Notes into Common Stock, but in addition thereto, the Investors hereby agree that:
(a) Subject to Section 4(b) below, an Investor or any Affiliate (as defined in Section 4(c) below) thereof holding Convertible Notes (a “Holder”) shall not be entitled to convert any Convertible Notes to the extent, and only to the extent, such conversion would cause such Holder, together with its Affiliates, to become the beneficial owner of more than 9.9% of the issued and outstanding shares of the Common Stock, as determined pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company shall, within one Business Day of delivery by a Holder of a Conversion Notice (as defined in Section 4(c) below), notify such Holder in writing of (i) the number of shares of Common Stock that would be issuable to such Holder if such conversion requested in such Conversion Notice were effected in full and (ii) the number of issued and outstanding shares of Common Stock (as determined pursuant to Section 13 of the Exchange Act) as of the most recent date such information is available to the Company, whereupon, notwithstanding anything to the contrary set forth herein, such Holder may within one Business Day of its receipt of the notice from the Company required by this Section revoke such Conversion Notice to the extent that it determines that such exercise would result in such Holder, together with its Affiliates, owning in excess of 9.9% of the issued and outstanding shares of Common Stock, as determined pursuant to Section 13 of the Exchange Act.
(b) Section 4(a) shall not limit a Holder from converting all or any portion of the Convertible Notes if: (i) the Holders and the Licensed Affiliates (as defined in Section 4(c) below) have obtained all Gaming Approvals necessary to hold, and to exercise or convert (as the case may be) in full, any and all exercisable or convertible securities of the Company (the “Company Securities”) held by the Holders and their Affiliates, and a Holder has notified the Company in writing thereof and has not revoked such notification, or (B) none of the Holders or the Licensed Affiliates are required under the Gaming Laws (as defined in Section 4(c) below) to obtain any Gaming Approval (as...
Conversion Cap. Notwithstanding anything to the contrary contained herein, unless shareholder approval has been obtained, the Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, the shares of Common Stock underlying the Notes issued in the Exchange Agreement collectively would exceed 19.99% of the shares of Common Stock outstanding immediately prior to the Original Issue Date.
Conversion Cap. Conversion Cap. The right of the Subscriber to convert the Convertible Debt shall be limited such that in no instance shall the maximum number of Ordinary Shares which the Subscriber (singularly or together with any Persons) may receive on any conversion of any units of Convertible Debt exceed four (4) Ordinary Shares for each unit of Convertible Debt converted or fourteen million (14,000,000) Ordinary Shares in aggregate on conversion of all the Convertible Debt issued to the Subscriber pursuant to Clause 2.1 (the foregoing being herein referred to as the “Conversion Cap”) provided however, that the Conversion Cap shall not apply to any forced or automatic conversion pursuant to this Agreement or the Conditions or if there shall have been an Event of Default which remains unremedied. The Company shall, promptly upon its receipt of a Notice of Conversion notify the Subscriber by telephone and by facsimile if it believes the conversion requested in such Notice of Conversion would result in the ownership by the Subscriber of Ordinary Shares in excess of the Conversion Cap.
Conversion Cap. Notwithstanding anything to the contrary in this Note and the Indenture, (i) a “beneficial owner” (as determined pursuant to Section 13 of the Exchange Act) of the Notes shall not be entitled to convert any Notes, (ii) the Issuer shall not be entitled to settle any cash payments owing to any beneficial owner of Notes in shares of its Common Stock and (iii) shares of any acquiror (or successor) shall not be issued upon conversion pursuant to the adjustment mechanism contained in the Indenture or in connection with a transaction governed by the provisions of the Indenture or upon a Fundamental Change of Control to the extent, and only to the extent, such conversion or share settlement would cause such Person, together with its Affiliates, to become a beneficial owner of more than 9.9% of the issued and outstanding shares of Common Stock (or such equivalent shares of an acquiror or a successor) (the “Conversion Cap”).
Conversion Cap. The total amount of dollars converted by an Educational Support Professional under the Career Transition Trust program is capped at $10,000.
Conversion Cap. The right of the Subscriber to convert the Preference Shares shall be limited such that in no instance shall the maximum number of Ordinary Shares which the Subscriber (singularly or together with any Persons) may receive on any conversion of the Preference Shares exceed [ ] ( ) Ordinary Shares for each Preference Share converted or ( ) Ordinary Shares in aggregate on conversion of all the Preference Shares issued to the Subscriber pursuant to Clause 2.1 (the foregoing being herein referred to as the “Conversion Cap”) provided however, that the Conversion Cap shall not apply to any forced or automatic conversion pursuant to this Agreement or the Conditions or if there shall have been an Event of Default which remains unremedied. The Company shall, promptly upon its receipt of a Notice of Conversion notify the Subscriber by telephone and by facsimile if it believes the conversion requested in such Notice of Conversion would result in the ownership by the Subscriber of Ordinary Shares in excess of the Conversion Cap.
Conversion Cap. Where a conversion of Convertible Preferred Shares pursuant to Section 1.07 would result in Requisite Shareholder Approval being required, unless the Corporation has obtained the Requisite Shareholder Approval, which the Corporation shall not be obligated to obtain, no Convertible Preferred Shares may be converted pursuant to Section 1.07 if and to the extent that, as a result of the delivery to the Holder of Common Shares upon such conversion such Holder, together with its Affiliates and other Persons acting together with such ▇▇▇▇▇▇, would beneficially own or exercise control or direction over in excess of 19.9% of the number of Common Shares outstanding immediately after giving effect to such conversion (such limit, the “Conversion Cap”). For purposes of the foregoing sentence, “beneficial ownership” shall be calculated in accordance with NI 62-104 without giving effect to any applicable Conversion Cap. Any purported delivery of Common Shares upon conversion of Convertible Preferred Shares shall be void ab initio and have no effect if such delivery would result in the applicable Holder exceeding the Conversion Cap, and each Holder shall, upon becoming aware of any such Common Shares so delivered, immediately notify the Corporation of same, and thereafter, or otherwise upon written demand from the Corporation, immediately surrender to the Corporation the certificates or DRS statements representing such Common Shares, and the Corporation shall deliver to the applicable Holder the Convertible Preferred Shares in respect thereof (including any certificates or DRS statements representing such shares) or cash in lieu thereof in accordance with the terms of Section 1.07.
Conversion Cap. Conversion Cap: [ ] ( ) Ordinary Shares for each unit of Debenture Stock converted or [ ] ( ) Ordinary Shares in aggregate.
Conversion Cap. Notwithstanding any other provision in this Agreement to the contrary, the total number of shares issuable to Lender under this Agreement shall not be greater than the number of shares which would cause Lender’s total stock ownership in the Company to exceed 19.9% of the Company’s issued and outstanding Common Stock on the date any Loan Conversion is consummated (the “Conversion Cap”). In the event that Lender is prevented by the Conversion Cap from converting all outstanding Obligations into Preferred Stock or Common Stock on the date of conversion, all remaining Obligations that have not been converted shall be immediately repaid to Lender in cash as provided in Section 4 of this Agreement.
Conversion Cap. Conversion Cap: four (4) Ordinary Shares for each unit of Convertible Debt converted or fourteen million (14,000,000) Ordinary Shares in aggregate.