Conversion of Note into Class B Preferred Stock and Warrants Clause Samples

Conversion of Note into Class B Preferred Stock and Warrants. (a) Subject to the terms and conditions set forth in the Notes, the Company agrees to issue to Purchasers upon conversion of the Notes (i) shares of the Company's Class B Convertible Senior Preferred Stock, par value $0.01 per share (the "Class B Preferred Shares"), having the rights, privileges ------------------------ and preferences set forth in the Certificate of Designations attached hereto as Exhibit B (the "Certificate"), and (ii) warrants to TSG to purchase an aggregate --------- ----------- of 8,571,429 shares, warrants to OCP II to purchase an aggregate of 385,714 shares, and warrants to OCP III to purchase an aggregate of 42,857 shares (as such numbers may be adjusted as provided herein) of the Company's Common Stock at an exercise price determined in accordance with Section 5.3 (b) of the Warrant Agreement in the form attached hereto as Exhibit C (the "Warrant --------- ------- Agreement") (as such price per share may be adjusted as provided herein) (the --------- "Warrants"), which Warrants shall be subject to the terms and conditions set --------- forth in the Warrant Agreement.
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Related to Conversion of Note into Class B Preferred Stock and Warrants

  • 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.

  • Series B Preferred Stock 1 Shares.......................................................................1

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.