Debenture Exchange Sample Clauses

Debenture Exchange. (a) PKS will conduct an exchange offering for all of its outstanding PKS Debentures (the "Debenture Exchange"). Holders of PKS Debentures will have the option: (i) to exchange their PKS Debentures for KMC Debentures; (ii) to exchange their PKS Debentures for both shares of KMC Stock and New PKS Debentures; or (iii) not to participate in the Debenture Exchange.
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Debenture Exchange. Holders of at least 80% of the aggregate face amount of the outstanding Unsecured Debentures of the Company shall have agreed to exchange their Unsecured Debentures for an equal aggregate face amount of Subordinate Debentures.
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Debenture Exchange. 1 1.2 Adjustment to Principal Amount of Debentures . . . . . . . . . . . .1 1.3
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Debenture Exchange. Subject to the terms and conditions of this Agreement and that certain Lock-Up Agreement of even date herewith (the "Lock-Up Agreement"), on the date of the closing of the transactions contemplated hereby (the "Closing Date"), Kenilworth shall transfer such principal amount of Debentures to the Company, as may be determined in accordance with the terms of Section 1.2 hereof and, in consideration of and in exchange for the Debentures, the Company shall deliver to Kenilworth the Common Shares. The Closing Date shall be as soon as reasonably practicable following the fulfillment (or valid waiver) of the conditions to closing set forth in Sections 6 and 7 below.
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Debenture Exchange. On the date hereof, the following event (the "Exchange") shall take place: (i) GFL will exchange the aggregate of $1,913,000 principal amount of the May Debentures currently held by it, plus accrued interest thereon in the amount of $24,166, for an aggregate of $2,274,754 principal amount of the Bonds issued in the name of GFL. The terms and provisions of the Bonds are set forth in the form of the Bond attached hereto as Exhibit A. After the date hereof, the May Debentures will no longer be of any force and effect and the rights of GFL will be with respect only to the Bonds issued to GFL in accordance with the Exchange.
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Debenture Exchange. On the date hereof, the following events (collectively, the "Exchange") shall take place: (i) Newsun will exchange the aggregate of $1,731,676 principal amount of the May Debentures currently held by it for an aggregate of $2,076,642.70 principal amount of the Bonds issued in the name of Newsun, (ii) Kempton will exchange the aggregate of $2,000,000 principal amount of the July Debentures currently held by it for (a) an aggregate of $1,180,560 principal amount of the New Debentures issued in the name of Kempton and (b) an aggregate of $983,247.60 principal amount of the Bonds issued in the name of Kempton and (iii) Southbrook will exchange the aggregate of $768,324 principal amount of the July Debentures currently held by it for an aggregate of $905,082.20 principal amount of the Bonds issued in the name of Southbrook. The terms and provisions of the New Debentures and the Bonds are set forth in the form of Debenture certificate and Bond attached hereto as Exhibits A and B, respectively. After the date hereof, the Debentures will no longer be of any force and effect and the rights of each of the Holders will be with respect only to the New Debentures and the Bonds, as the case may be, issued to such Holder in accordance with the Exchange.
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Debenture Exchange. On or before December 29, 2009, FHCM agrees to exchange FHCM Debentures with an aggregate value (including face amount and accrued interest) of $300,000 into a number of shares of a newly designated series of Vycor Preferred Stock (“New Preferred Shares”) which shall be convertible into the equivalent of 85% of the total pro-forma, fully-diluted share capital of Vycor at Closing.
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Related to Debenture Exchange

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Purchase and Sale of Convertible Debentures 5 2.1 Purchase and Sale; Purchase Price..........................................................................5 2.2 Execution and Delivery of Documents; the Closing...........................................................6 2.3 The Post-Closing...........................................................................................7

  • Debentures The Debentures have been duly authorized by the Company and, at the Closing Date, will have been duly executed and delivered to the Indenture Trustee for authentication in accordance with the Indenture, and, when authenticated in the manner provided for in the Indenture and delivered against payment therefor by the Trust, will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture enforceable against the Company in accordance with their terms, subject to Bankruptcy and Equity.

  • Purchase and Sale of Debentures and Warrants Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees to purchase, at the Closing, and the Company agrees to sell and issue to each Buyer, at the Closing, in exchange for such Buyer’s portion of the Purchase Price, Debentures and Warrants in the amounts, set forth on such Buyer’s signature page hereto.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible promissory notes in the aggregate principal amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Conversion of Debentures Section 16.01.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "Wachovia, N.A., as Escrow Agent for MobilePro Corp.,/ Cornell Capital Partners, LP ", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Convertible Note From and after the Effective Time, the Company's $8,000,000 10% convertible subordinated promissory note, dated November 20, 1998, payable to Wind Point Partners III, L.P. (the "Convertible Note") shall, in accordance with the terms of the Convertible Note, represent the right, upon conversion thereof in accordance with its terms, to receive in cash, without interest, a single lump sum cash payment equal to the product of (i) the number of shares of Company Common Stock issuable upon the conversion of such Convertible Note in accordance with its terms immediately prior to the Effective Time and (ii) the Common Stock Merger Consideration, such cash payment to be reduced by any required withholding of Taxes.

  • Notes and Warrants Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below) a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers along with Warrants to initially acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.

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