Conversion Fund Clause Samples

A Conversion Fund clause establishes the terms under which a specific fund or investment can be converted from one form to another, such as from debt to equity. Typically, this clause outlines the conditions, timing, and conversion ratio or formula that will be used, and may specify triggers like a financing round or maturity date. Its core practical function is to provide a clear mechanism for changing the nature of an investment, thereby offering flexibility to both parties and reducing uncertainty about how and when conversion can occur.
Conversion Fund. Prior to the Effective Time, OIS shall, after consultation with MediVision, appoint a bank or trust company that maintains offices in Israel and the United States and Belgium to act as conversion agent (the “Conversion Agent”) for providing the Conversion Shares following the Effective Time upon surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.02(g)) or CIK Shares. Prior to or as soon as practicable after the Effective Time, OIS shall deposit or shall cause to be deposited, with the Conversion Agent, for the benefit of the holders of Shares, (i) certificates representing the aggregate number of shares of OIS Common Stock to be issued in the Merger; and (ii) such cash in an amount sufficient for payment of any dividends and distributions to which holders of Shares may be entitled (such cash and certificates for shares of OIS Common Stock being hereinafter referred to as the “Conversion Fund”). Following the Effective Time, subject to surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.02(g)) or the CIK Shares, the Conversion Agent shall deliver the Conversion Shares and cash in an amount sufficient for payment of any dividends or distributions contemplated to be paid in respect of the Shares pursuant to this Agreement, out of the Conversion Fund. Conversion of any CIK Shares shall be effected in accordance with OIS’s customary procedures with respect to securities represented by book entry. Except as contemplated in this Agreement, the Conversion Fund shall not be used for any other purpose.
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Conversion Fund. All cash that remains in the Conversion Fund undistributed to the Eligible Members or DR Former Members for six (6) months after the Effective Time shall be delivered to PRA, on demand, and the Conversion Agent’s duties hereunder shall terminate. Thereafter and subject to applicable abandoned property, escheat and similar laws, each Eligible Member and DR Former Member that has not yet received the Cash Consideration to which it is entitled pursuant to the Plan of Conversion and Section 3.2(d) hereof may contact PRA and PRA shall pay to such Eligible Member or DR Former Member the cash to which it is entitled. None of PRA, PICA or the Conversion Agent shall be liable to any Person in respect of any such cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law unless the failure to pay such cash to such Person is due to a violation by PRA, PICA or the Conversion Agent of the requirements of Applicable Law, the Plan of Conversion or any order of the Director.
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Conversion Fund. All cash that remains in the Conversion Fund undistributed to the Eligible Members for twelve (12) months after the Effective Time shall be delivered to PRA Professional, on demand, and the Conversion Agent’s duties hereunder shall terminate. Thereafter and subject to applicable abandoned property, escheat and similar laws, each Eligible Member that has not yet received the Cash Consideration to which it is entitled to pursuant to the Plan of Conversion may contact PRA and PRA shall cause PRA Professional to pay to such Eligible Member cash to which it is entitled.
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Conversion Fund. The parties agree that TruServ shall make available to SCC Members the aggregate amount of $14,000,000 (an approximate average of $3,000 per store) to assist in funding the conversion of certain store systems from the former SCC systems to Cott▇▇ ▇▇▇tems (the "Conversion Fund"), as more fully set forth below.
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Related to Conversion Fund

  • Mandatory Conversion Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

  • Conversion So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.4. Each such Notice of Conversion shall be given not later than 9:00 a.m. one Business Day prior to the date of any proposed Conversion into Base Rate Loans and 3 Business Days prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

  • Conversion of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company: (i) any shares of Company Common Stock held by the Company, any wholly-owned Subsidiary of the Company (or held in the Company’s treasury), Parent, Merger Sub, and any other wholly-owned Subsidiary of Parent, immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto; (ii) subject to Sections 2.6(b), 2.8 and 2.9, each share of Company Common Stock outstanding immediately prior to the Effective Time and not described in Section 2.6(a)(i) shall automatically be converted into the right to receive the Common Stock Per Share Amount, without interest; (iii) each share of the common stock, $0.01 par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; (iv) subject to Section 2.6(b), each Vested Company Option outstanding and unexercised for which an Option Consent is obtained immediately prior to the Effective Time shall automatically be deemed exercised and the deemed shares of Company Common Stock associated with such exercise shall automatically be cancelled and, in consideration for such deemed exercise and automatic cancellation, the holder of such Vested Company Option shall be entitled to receive, with respect to each share of Company Common Stock issuable upon the exercise of such Vested Company Option and in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the positive result, if any, of the Merger Option Consideration less any required withholding of Taxes; for avoidance of doubt, as a result of the foregoing, each Vested Company Option, and any deemed issuance of Company Common Stock associated with the deemed exercise, which shall not be issued, shall both be cancelled at the Effective Time; (v) each Vested Company Option outstanding and unexercised for which an Option Consent is not obtained immediately prior to the Effective Time shall automatically be terminated; and (vi) each outstanding Company Option that is not a Vested Company Option shall be automatically cancelled, without any exercise thereof and no payment or distribution shall be made with respect thereto. (b) Notwithstanding anything to the contrary including the definitions of Common Stock Per Share Amount and Merger Option Consideration, the maximum aggregate consideration to be paid pursuant to this Section 2.6 is $29,302,000. If (i) the number, type and rights of the shares of capital stock of the Company are not as set forth in Section 3.6, and/or (ii) the rights (whether options, warrants or any other rights) to acquire capital stock of the Company are not as set forth in Section 3.6, the consideration to be delivered in respect of a share of Company Common Stock and a Vested Company Option for which an Option Consent has been obtained (and accordingly, pursuant to Section 2.6) shall be adjusted downward as appropriate.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.