Conversion Price Reset Sample Clauses
A Conversion Price Reset clause establishes a mechanism for adjusting the price at which convertible securities, such as convertible notes or preferred shares, can be converted into common stock. Typically, this clause is triggered if the issuer subsequently issues new shares at a price lower than the original conversion price, resulting in a downward adjustment to protect investors from dilution. Its core practical function is to ensure that early investors maintain the value of their investment in the event of future financings at lower valuations, thereby allocating risk and incentivizing initial investment.
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Conversion Price Reset. In addition to adjustments to the Conversion Price pursuant to Section 6(c), if the Equity Threshold Date has not occurred prior to July 1, 2010 and the Conversion Price in effect on such date exceeds $19.11 (such per share amount subject to appropriate adjustment for any stock split, reverse stock split, stock dividend, recapitalization or similar event), the Conversion Price in effect on such date will be reduced to $19.11 (such per share amount subject to appropriate adjustment for any stock split, reverse stock split, stock dividend, recapitalization or similar event).
Conversion Price Reset. If on the 180th day following the Original Issue Date (the “Reset Day”), the closing bid price on the Trading Market for the Company’s Common Stock is below the Conversion Price, the Conversion Price will automatically adjust to 70% of the lowest VWAP in the 15 Trading Days prior to the Reset Day.
Conversion Price Reset. If the Average Closing Price for the period of twenty (20) consecutive Trading Days immediately prior to any of April 12, 2009 and February 18, 2012 (each a “Reset Date”) is lower than the Conversion Price on the relevant Reset Date, the Conversion Price will be adjusted so that such Average Closing Price shall be the Conversion Price in effect from, and including, the relevant Reset Date. The Issuer shall notify the Bondholders, Trustee and the Paying Agent of such adjustment within ten (10) business days after the relevant Reset Date, in accordance with Condition 18. Such adjusted Conversion Price shall be rounded upwards, if necessary, to the nearest one-tenth (1/10) of a United States cent. Provided that:
(a) any such adjustment to the Conversion Price pursuant to this Clause 7.3 shall be limited so that the Conversion Price adjusted in accordance with this Clause 7.3 shall not be less than seventy percent (70%) of the initial Conversion Price (taking account of any adjustments required under Clause 7.1 above which may have occurred prior to the relevant Reset Date;
(b) subject to (a) above the provisions of Clause 7.1 shall apply, mutatis mutandis, to this Clause 7.3 to ensure that appropriate adjustments shall be made to any Closing Price to reflect any adjustments made to the Conversion Price in accordance with Clause 7.1;
(c) for the avoidance of doubt, any adjustments to the Conversion Price made pursuant to this Clause 7.3 shall only be downward adjustments; and
(d) notwithstanding anything herein, the Conversion Price shall only be adjusted pursuant to Clause 7.3 to an amount not less than US$0.25 per Share (as adjusted for stock splits, stock dividends, spin-offs, rights offerings, recapitalizations and similar events).
Conversion Price Reset. If the per ordinary share volume-weighted average price for the twenty trading day period commencing on the date that is twelve months after the Date of Adoption (the Twelve Month VWAP) is less than then the Conversion Price, the Conversion Price will be subject to a one-time downward adjustment equal to the greater of: (i) the Twelve Month VWAP, and (ii) $6.50.
Conversion Price Reset. Subject to the following sentence, on each Reset Date, the Conversion Price will be adjusted by the Calculation Agent to be equal to the Reset Conversion Price. An adjustment to the Conversion Price pursuant to this Condition 6.4 on any Reset Date (each such adjustment, a “Conversion Price Reset”) shall be made only if the Conversion Price so adjusted is lower than the Conversion Price that would, but for the operation of this Condition 6.4 in respect of such Reset Date, be in effect on such Reset Date.
Conversion Price Reset. On each of the first anniversary and second anniversary of the Closing Date (each such anniversary, a “Reset Date”), if the Volume Weighted Average Closing Price of the Company’s Ordinary Shares during any consecutive 40-Trading Day period in the 12 months preceding the relevant Reset Date (the “Reference Price”) is below 85% of the Initial Conversion Price, the Conversion Price shall be adjusted to 115% of such Reference Price. If during the 12 months preceding a Reset Date there is more than one consecutive 40- Trading Day period when the Volume Weighted Average Closing Price is below 85% of the Initial Conversion Price, then the Conversion Price for the applicable Reset Date shall be calculated based on the lower of (i) the Volume Weighted Average Closing Price of the most recent applicable 40- Trading Day Period and (ii) the average Volume Weighted Average Closing Price for all applicable 40-Trading Day Periods within the most recent 6 months. Notwithstanding the foregoing, in no event shall the Conversion Price be lower than 60% of the Initial Conversion Price.
Conversion Price Reset. Effective as of September 30, 2009, the Conversion Price shall be reset so as to equal the lower of (A) the then current Conversion Price and (B) the arithmetic average of the Weighted Average Price of the Common Stock for the 30 consecutive trading days preceding September 30, 2009 (the “Reset Trading Average”), provided that, in no event, shall the Conversion Price be reset to a conversion price below $3.24 per share (subject to adjustment in the same manner and as of any date as Section 4.05 hereof), as adjusted to give effect to any adjustments to the Conversion Price or Conversion Rate that would have been made prior to September 30, 2009 had Section 4.05(2)(a) been in effect prior to September 30, 2009. For the avoidance of doubt, in no event will the Conversion Price be adjusted upwards pursuant to this Section 4.10.
Conversion Price Reset. The Holder has been informed by the Maker that the Maker does not have sufficient shares of Common Stock authorized for which to enable the Holder to exercise its conversion rights provided in this Note. The Maker undertakes to use its best efforts to become reporting under the federal securities laws and seek to be re-listed for quotation on the OTC Bulletin Board as soon as practical, seek to maintain such listing so long as the Holder owns any shares of Common Stock, and shall, as soon as practical as thereafter possible, will take all required steps under applicable state and federal law to increase the number of authorized shares of Common Stock to enable the Holder to exercise its conversion rights provided in this Note. In all events, the relisting process and the amendment of the Maker's Certificate of Incorporation shall be accomplished by no later than June 1, 2008. In this regard, the terms and conditions of such increase in the number of authorized Common Stock shall be subject to the Holder's prior consent. In consideration of the risks that the Holder is assuming, including, without limitation, the risks inherent in owning an illiquid investment, because the Maker does not have sufficient authorized shares of Common Stock to fulfill its obligations hereunder, the Maker hereby provides to the Holder a one-time Conversion Price Reset Option that is exercisable at any time within twelve (12) months after the Holder has been provided with notice that the Maker has secured all stockholder and regulatory approval of the requisite increase of its authorized shares of Common Stock and the Maker has completed all required filings. The Conversion Price Reset Option shall be exercisable on five (5) Business Days' notice and shall set forth, among other matters, the Conversion Price Reset Option Price, which shall be one-hundred percent (100%) of the average of the VWAP for the ten (10) trading days immediately preceding the date of the Holder's notice of its exercise of the Conversion Price Reset Option. Upon the Holder's exercise of its Conversion Price Reset Option, the Conversion Price Reset Option Price will thereafter be deemed to be the Conversion Price, which is subject in all cases to adjustment in accordance with the terms of Section 3.6.
Conversion Price Reset. Reserved.
Conversion Price Reset. If at any time during the period from August 15, 2007 to September 15, 2007, the 30-day historical VWAP (each, a “Reference Price”) of the Common Shares shall be less than $2.90 per share (as adjusted pursuant to Section 9.03, if any), the Conversion Price shall be adjusted downward to the lowest Reference Price, provided that the Conversion Price shall not be reduced to an amount below $2.00 per Common Share (as adjusted to reflect changes in the number of outstanding Common Shares as a result of any free distribution, share dividends, sub-division, consolidation or reclassification of Common Shares as set forth in Section 9.03(a)), and provided, further, that in no event shall the number of Conversion Shares issuable upon conversion of all the outstanding Notes exceed 49.9% of all outstanding Common Shares upon the conversion of all of the outstanding Notes.