Conversion of Promissory Notes. Notwithstanding the foregoing, Investor may pay the purchase price for the Shares by cancellation or conversion of indebtedness of the Company to the Investor. In the event that payment by Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the applicable Closing any evidence of indebtedness or shall execute an instrument of cancellation and lost promissory note and indemnity agreement in form and substance acceptable to the Company. Each Investor, to the extent that such Investor is a holder of any promissory note of the Company being converted and/or cancelled in consideration of the issuance hereunder of Shares to such Investor, hereby agrees that the entire amount owed to such Investor under such note is being tendered to the Company in exchange for the applicable Shares, and effective upon the Company’s and such Investor’s execution and delivery of this Agreement (including without limitation pursuant to that certain Subscription Agreement Attachment), without any further action required by the Company or such Investor, such note and all obligations set forth therein shall be immediately deemed repaid in full and terminated in their entirety, including, but not limited to, any security interest effected therein.
Conversion of Promissory Notes. At the Effective Time, each promissory note on which Zynaxis is the obligor and which is held by a party to the Note Exchange Agreement shall be exchanged for shares of Vaxcel Common Stock in accordance with the terms of the Note Exchange Agreement.
Conversion of Promissory Notes. All debt instruments or securities of Parent held or beneficially owned by Fountainhead Capital Partners Limited and its affiliates (“Fountainhead”) shall be converted into shares of Parent Common Stock.
Conversion of Promissory Notes. Consideration with respect a portion of the investment by Rxxxxx X. Chez shall be in the form of cancellation of indebtedness of two promissory notes, a Convertible Secured Promissory Note dated December 28, 2012 in the amount of $500,000 and a Convertible Secured Promissory Note dated February 22, 2013 in the amount of $600,000 which together total of One Million One Hundred Thousand Dollars ($1,100,000) plus accumulated interest (the “Note Conversion Amount”). In consideration of the timing of the investment in the promissory notes, warrant coverage on the Note Conversion Amount shall be 50% rather than 25%, that is, for each share of Common Stock purchased with the Note Conversion Amount, the Company shall issue a Warrant to purchase 50% of one additional share of Common Stock at a purchase price of $0.04 per share.
Conversion of Promissory Notes. Prior to the First Effective Time the Company will convert in full all Convertible Promissory Notes into shares of Company Preferred Stock without the payment of any amount of the principal or interest due on such notes in cash and all such Company Preferred Stock shall be converted into Company Common Stock prior to the First Effective Time.
Conversion of Promissory Notes. Each Holder agrees to convert those Promissory Notes held by them, as detailed as the Schedule of Conversions attached hereto, into shares of common stock of Cachet Delaware, effective upon the closing of the public offering of common stock of Cachet Delaware (the “Closing”) as contemplated by that certain Registration Statement on Form S-1 filed with the SEC (File No. 333-195782), as the same may be amended from time to time. In this regard, the Promissory Notes of each Holder, will be converted as follows—
Conversion of Promissory Notes and Issuance of Series A-1
Conversion of Promissory Notes. By execution of this Agreement, certain Investors who are holders of Convertible Promissory Notes (each a “Note Investor” and collectively, the “Note Investors”) in the aggregate principal amount of $550,000.00 (the “Convertible Notes”), hereby agree that, subject to Section 1.3 of this Agreement, the principal amount of (and all accrued interest thereon) all such Convertible Notes previously issued by the Company to the Note Investors are cancelled, extinguished, terminated, retired and contributed to the capital of the Company as of the date of the Initial Closing through the acquisition by the Note Investors of that number of shares of Series A-1 Preferred Stock, $0.0001 par value per share (the “Series A-1 Preferred Stock”), set forth opposite such Note Investor’s name on Exhibit A (the “Series A-1 Shares”), which shall be calculated at the conversion rate of one (1) share of Series A-1 Preferred Stock for each $1.00808 per share in principal amount of (and all accrued interest thereon) all Convertible Notes so converted (at a $10.0 million capped pre-money valuation). The aggregate amount of Series A-1 Shares to be sold pursuant to this Agreement by cancellation or conversion of indebtedness owed to the Note Investors by the Company shall not exceed 556,550 shares. iSpecimen Inc. Series B Preferred Stock Purchase Agreement Execution Version
Conversion of Promissory Notes. All promissory notes (the “Promissory Notes”) issued under the Note Purchase Agreement, dated January 4, 2021, by and among the Company and the lenders named therein (the “Note Purchase Agreement”) will be converted in accordance with the terms of the Note Purchase Agreement and the Promissory Notes into the right to receive, and become exchangeable for: (i) a portion of the Promissory Notes Consideration, with each Noteholder being entitled to receive (A) with respect to the $25,000,000 of Promissory Notes issued at the Initial Closing (as defined in the Note Purchase Agreement), that number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the principal amount of each such Promissory Note divided by the SPAC Conversion Price (as defined in each such Promissory Note), subject to the payment of cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.3(f), and (B) with respect to the $32,500,000 of Promissory Notes issued at the Second Closing (as defined in the Note Purchase Agreement), that number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the principal amount of each such promissory note divided by the SPAC Conversion Price (as defined in each such Promissory Note), subject to the payment of cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.3(f), plus (ii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such Promissory Notes in accordance with Section 2.3(d).
Conversion of Promissory Notes. 8 ARTICLE 4 - EXCHANGE OF SHARES......................................... 8
