Conversion to Preferred Stock if Borrower is not Public ------------------------------------------------------- If at any time prior to the date on which CuraGen's Common Stock is first registered under the 1934 Act, the ratio (the "Ratio") of [XXXXX] then (A) the Borrower shall promptly provide written notice thereof to the Lender and (B) subject to Section 7 of this Note, the Lender may, by written notice to the Borrower (the "Series F Conversion Notice"), convert that portion of the indebtedness represented by this Note into shares of Series F Non-Voting Convertible Preferred Stock, $.01 par value per share (the "Series F Preferred Stock"), of the Borrower as may be necessary to increase the Ratio to [XXXXX] at a conversion price equal to one (1) share of Series F Preferred Stock Confidential Treatment Requested for each $100 of outstanding principal and accrued interest surrendered for conversion. The Series F Preferred Stock shall have the rights, preferences and privileges as set forth in the form of Certificate of Designation attached hereto as Exhibit 2. ---------
Conversion to Preferred Stock. Notwithstanding any term or provision of the Note to the contrary, this Agreement shall be effective when it is accepted and countersigned by the Company (the “Effective Date”) and the entire amount outstanding under the Note (including principal and accrued but unpaid interest) shall be converted into shares of Preferred Stock (each, a “Share” and collectively, the “Shares”), at a conversion rate of one Share for each $1.00 of principal and accrued but unpaid interest due under the Note through the Effective Date, which, for purposes of this Agreement, Noteholder and the Company agree shall be equal to an aggregate of ___________ Shares of Preferred Stock. Upon the Effective Date and return of the original Note as described below, the Company shall instruct its transfer agent to issue such shares of Preferred Stock to Noteholder at the address on the signature page hereto.
Conversion to Preferred Stock if Borrower is not Public -------------------------------------------------------
Conversion to Preferred Stock. Effective as of December 31, 2021 the entire amount of outstanding principal under the Note shall be converted into one-thousand six-hundred and eighty (1,680) shares of Preferred Stock. Upon execution of this Agreement and return of the original Loan Agreement as described below, the Company shall instruct its transfer agent to issue such shares of Preferred Stock to the Noteholder at the address on the signature page hereto.
Conversion to Preferred Stock. Subject to the conditions hereof, if the Company (i) issues or authorizes the issuance of any share of preferred stock in connection with the proposed "rollup" or merger of its Subsidiaries with the Company, or (ii) issues or authorizes the issuance of any share of preferred stock to Investor, Investor may by written notice cause the Company to convert all (but not less than all) of the Shares on a one-for-one basis to shares of any Company to convert all (but not less than all) of the Shares on a one-for-one basis to shares of any one of the above-described series or classes of preferred stock, on the same terms and conditions applicable to such preferred stock; PROVIDED, HOWEVER, that Investor's rights under this Section 10.8 (including, without limitation, the right to convert the Shares into shares of the Company's preferred stock) shall expire no later than the earlier of the following two events: (i) twelve (12) months after the first issuance or authorization for issuance of any such series or class of preferred stock (unless the parties agree to different terms in writing), or (ii) the date on which the Company files a registration statement under the Securities Act relating to the initial public offering of the Company's Common Stock.
Conversion to Preferred Stock. The parties hereto agree that the Company shall have the right, exercisable by notice to the Purchaser given not more than 45 days after the Closing Date, to require an exchange of all Debentures issued and sold on the Closing Date into newly created senior convertible preferred stock of the Company having such dividend, conversion, redemption and other terms as are identical to the Debentures, MUTATIS MUTANDIS; provided, that such exchange right may only be exercised if (a) such exchange would not delay the filing or effectiveness of the Underlying Securities Registration Statement, (b) such exchange would not impair the conversion rights of the Purchaser as set forth in the Debentures, as reasonably determined by the Purchaser and (c) the articles of incorporation of the Company shall have been duly amended to provide for the issuance of such preferred stock, as evidenced by a legal opinion of the Company's outside legal counsel reasonably acceptable to the Purchaser. The terms of such preferred stock shall be prepared at the expense of the Company. Any and all representations, warranties, agreements, obligations and remedies available to the holders of Debentures (including the Purchaser) under the Transaction Documents with respect to the Debentures shall be deemed to be available to and binding upon the holders of the preferred stock and the Company, and the terms of the preferred stock shall thereafter become a Transaction Document hereunder retroactive to the Closing Date.
Conversion to Preferred Stock. Without any action taken by the Holder or the Company at such time as the Company amends its articles of incorporation to have the authority to issue preferred stock and in reliance upon the action taken by the board of directors of the Company to issue a Series A convertible preferred stock (the "Series A"), this Note shall automatically convert into one share of Series A for each $1.00 of principal. The Series A shall have a liquidation preference equal to principal of this Note and shall have no voting rights. If the Company has not obtained authority to issue preferred stock by June 30, 2006, this Note shall automatically convert into the number of shares of common stock and number of warrants which provided the consideration for the issuance of this Note.
Conversion to Preferred Stock. If, at any time after the date of this Agreement, the Company shall issue any series of preferred stock to any person or entity, then the Holder shall immediately have the right to elect to convert all or any part of its shares of the Company's common stock into shares of preferred stock of the same series and on the same terms and conditions as the Company proposes to issue preferred stock to any other person or entity. The Company shall give the Holder not less than 30 days advance notice prior to the time that it shall issue any preferred stock to any party and the Holders may at any time during such 30-day period elect to convert all or any portion of its Shares into shares of preferred stock upon the terms and conditions which the Company proposes to issue preferred stock to any other person or entity. This right shall be a continuing right in the Holder and shall apply to all future series of preferred shares which the Company proposes to issue so long as the Holder shall own any of the shares issued or to be issued in connection with the Purchase Agreement. For purposes of the conversion, the Holder's shares shall be valued based upon the fair market value of the Company's common stock at the time of the issuance of the preferred stock into which such shares will be converted.
Conversion to Preferred Stock. The parties agree that the Notes and Receivables set forth above shall be converted to Preferred Stock effective as of January 1, 1994 subject to the following further terms and conditions:
Conversion to Preferred Stock. (a) Company and Subscriber acknowledge that the Company intends to apply for listing of the Common Stock on the NASDAQ SmallCap Market ("NASDAQ") or the American Stock Exchange ("Amex"). Company and Subscriber agree to negotiate in good faith to convert a portion of the Note into convertible preferred stock containing terms nearly identical to the terms of this Subscription Agreement and Note. The aforedescribed conversion into preferred stock will be conditioned upon all of the following:
