CONVERSION RIGHTS - COMMON STOCK Sample Clauses

CONVERSION RIGHTS - COMMON STOCK. (A) NUMBER OF SERIES A SHARES. Each Series A Share shall be convertible, at the option of the Holder thereof, at any time and from time to time into that number of shares of Common Stock, obtained by dividing the Liquidation Preference (including any Dividends added to Liquidation Preference pursuant to Paragraph 1.1.D) of such Series A Share by the "Conversion Price" determined in accordance with Paragraph 4.B as follows: (i) one-third (133) of the Series A Shares shall be convertible commencing October 29, 1996; (ii) one-third (133) of the Series A Shares shall be convertible commencing November 28, 1996; and (iii) one-third (134) of the Series A Shares shall be convertible commencing December 28, 1996: PROVIDED, however, notwithstanding the foregoing, the conversion right of each Holder shall be limited, except upon a Redemption Transaction (as defined in Paragraph 5 below), solely to the extent required, from time to time, such that in no instance shall the maximum number of shares of Common Stock into which the Holder may convert the Series A Shares exceed, at any time, an amount equal to the remainder of (i) 4.99% of the then issued and outstanding shares of Common Stock of the Corporation following such conversion, MINUS (ii) the number of shares of Common Stock of the Corporation held by such Holder. Notwithstanding the foregoing, the maximum number of shares of Common Stock into which the Series A Shares may convert in the aggregate is 1,272,972 shares of Common Stock, subject to adjustment as set forth in subparagraph 4 .D(a) below (the "Conversion Limit").
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CONVERSION RIGHTS - COMMON STOCK. A. NUMBER OF SERIES B SHARES. Each Series B Share shall be convertible, at the option of the Holder thereof, at any time and from time to time into that number of shares of Common Stock, obtained by dividing the Liquidation Preference (including any Dividends added to Liquidation Preference pursuant to Paragraph 1.1.D) of such Series B Share by the "Conversion Price" determined in accordance with Paragraph 4.B as follows: (i) 606 of the Series B Shares shall be convertible commencing February 16, 1997, and (ii) 606 of the Series B Shares shall be convertible commencing March 18, 1997. Notwithstanding the foregoing, each Series B Share outstanding on December 17, 1998 shall automatically be converted into Common Stock on such date at the Conversion Price and December 17, 1998 shall be deemed the Conversion Date with respect to such conversion without the requirement of the delivery of a Notice of Conversion provided, such automatic conversion shall not occur if, at such time, the Corporation is in default of any of its obligations hereunder which has not been cured within seven (7) days after receipt of written Notice from a Holder of the event creating such default. Furthermore, the Company shall not be obligated to honor any Notice of Conversion (or any automatic conversion on December 17, 1998) for any Series B Shares delivered by the Holders, if after giving effect to the issuance of Shares of Common Stock in connection therewith the Company would not be in compliance with applicable National Association of Securities Dealers ("NASD") corporate governance rules (the "Conversion Limit"). In such case, the number of Series B Shares which cannot be converted solely as a result of the Conversion Limit shall be redeemed by the Corporation and the Holders shall be entitled to receive cash in exchange therefor in an amount equal to the number of shares of Common Stock that would have been issued upon such conversion multiplied by the Market Price (as defined in Paragraph 4.J. below) on the date of such conversion, pursuant to the redemption provisions of Paragraph 4.N. below.
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Related to CONVERSION RIGHTS - COMMON STOCK

  • Conversion Rights The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below.

  • Common Stock 1 Company........................................................................1

  • Common Shares 4 Company...................................................................................... 4

  • Conversion Right In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3.

  • Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Exercise of Conversion Right To exercise the conversion right, the Holder of the Debenture shall surrender to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Holders Conversion Rights The Holder shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding principal amount of this Note, together with interest and fees due hereon, into shares of Common Stock subject to the terms and conditions set forth in this Article III. The Holder may exercise such right by delivery to the Borrower of a written notice of conversion not less than one (1) day prior to the date upon which such conversion shall occur.

  • No Conversion Rights The Series A Preferred Units shall not be convertible into any other class or series of interest in the Partnership.

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