Full Conversion Clause Samples
The Full Conversion clause defines the conditions and process by which convertible securities, such as convertible notes or preferred shares, are fully converted into common equity of a company. Typically, this clause specifies the timing, conversion ratio, and any triggers—such as a financing round or company sale—that require all outstanding convertible securities to be exchanged for common shares. By establishing clear rules for when and how conversion occurs, the clause ensures that all parties understand their rights and obligations, thereby preventing disputes and facilitating smooth transitions in the company’s capital structure.
Full Conversion. Reference in the Development Agreement, this Note and/or any of the other Concurrent Documents to the “conversion of the Note Balance” or words of like import shall mean and be a reference to Lender’s receipt of (A) the number of Conversion Shares obtained by the calculation set forth in Sections 4(b)(i) or 4(b)(ii), as applicable, and (B) if applicable, the Warrant, For the avoidance of doubt, reference in the Development Agreement, this Note and/or any of the other Concurrent Documents to the “conversion of the Note Balance” or words of like import shall not mean or include Lender’s exercise of all or any portion of the Warrant.
Full Conversion. Upon conversion of this Note in full and the payment of any amounts specified in this Section 4, the Company shall be forever released from all its obligations and liabilities under this Note.
Full Conversion. Except as otherwise provided in Section (b) below, this Note may be converted by the Holder in whole, but not in part, by the surrender of this Note at the principal office of the Borrower, accompanied by a written request from the Holder for conversion of the Note as provided in Section 2.1 or 2.2 hereof at the then Applicable Conversion Price. Upon the surrender of this Note, accompanied by the Holder's written request for conversion, Borrower shall issue and deliver to the Holder that number of shares of Common Stock for the Note converted. The number of shares of Common Stock to be issued upon conversion of this Note shall be determined by dividing the principal of the Note to be converted by the Conversion Price.
Full Conversion. Notwithstanding any other provision of this Section 8, if the Full Conversion Date occurs, then as of the first Business Day following the later of the (i) Full Conversion Date or (ii) June 30, 2010 (such later date described in subparagraphs (i) and (ii) hereof is referred to as the “First Full Conversion Date”), each share of Series B Preferred Stock and Series B-1 Preferred Stock shall automatically convert into shares of Common Stock at the conversion rate set forth in Section 8(a); provided, however, that if the Current Market Price Condition has not been satisfied as of the First Full Conversion Date, then each share of Series B Preferred Stock and Series B-1 Preferred Stock shall remain outstanding and a new full conversion date shall be scheduled to the date that is 6 months thereafter, and will continue to be scheduled in 6-month intervals until the Current Market Price Condition is satisfied as of the earliest succeeding 6-month date, at which date, each share of Series B Preferred Stock and Series B-1 Preferred Stock shall automatically convert into shares of Common Stock at the conversion rate set forth in Section 8(a). Notwithstanding anything to the contrary in this Section 8, in the event of Shareholder Disapproval, there shall be no conversion of shares of Combined Preferred Stock into shares Common Stock unless so elected by the Holder thereof pursuant to Section 8(b).