Holder Conversion Clause Samples
The Holder Conversion clause defines the right of a security holder to convert their holdings into another form of security, typically shares of common stock. In practice, this clause outlines the specific conditions, procedures, and conversion ratios that govern how and when the conversion can take place, such as upon reaching a certain date or triggering event. Its core function is to provide flexibility and potential upside for holders, while also clarifying the process to prevent disputes and ensure all parties understand the terms of conversion.
Holder Conversion. In the event of a conversion of any Series A1 Preference Shares pursuant to an Holder Conversion Notice, the Company shall issue to the holder of such Series A-1 Preference Shares a number of Conversion Shares equal to (i) the Series A-1 Face Value multiplied by (ii) the number of such Series A-1 Preference Shares subject to the Holder Conversion Notice divided by (iii) the applicable Conversion Price with respect to such Series A-1 Preference Shares.
Holder Conversion. In the event of a conversion of any Series B Preferred Stock pursuant to an Holder Conversion Notice, the Corporation shall issue to the Holder of such Series B Preferred Stock a number of Conversion Shares equal to (a) the Early Redemption Price multiplied by (b) the number of such Series B Preferred Stock subject to the Holder Conversion Notice divided by (c) the Conversion Price with respect to such Series B Preferred Stock.
Holder Conversion. In the event of a conversion of any Series A Preferred Stock pursuant to a Holder Conversion Notice, the Corporation will (a) satisfy the payment of Dividends and Conversion Premium as provided in Section I.C.2, and (b) issue to the Holder of such Series A Preferred Stock a number of Conversion Shares equal to (i) the Face Value multiplied by (ii) the number of such Series A Preferred Stock subject to the Holder Conversion Notice divided by (iii) the applicable Conversion Price with respect to such Series A Preferred Stock; all in accordance with the procedures set forth in Section I.G.1.
Holder Conversion. (a) Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof (a “Holder Conversion”), from time to time, after the date hereof, at the office of the Corporation or any Transfer Agent for the Series C Preferred Stock, into that number of fully-paid, nonassessable shares of Common Stock determined by multiplying (i) the total number of shares of Series C Preferred Stock then converted by (ii) the Conversion Ratio (such shares of Common Stock issuable upon a Conversion, the “Holder Conversion Shares”). In order to effectuate the Conversion under this Section 3.1, the Holder must provide the Corporation a written notice of conversion in the form of Exhibit A hereto (the “Notice of Conversion”). The Notice of Conversion must be dated no earlier than three Business Days from the date the Notice of Conversion is actually received by the Corporation.
Holder Conversion. In the event of a conversion of any portion of this Debenture pursuant to a Holder Conversion Notice, the Corporation will issue to the Holder a number of Conversion Shares equal to the Liquidation Value divided by the applicable Conversion Price with respect to such portion of the Debenture; all in accordance with the procedures set forth in Section I.G.1.
Holder Conversion. In the event of a conversion of any Series C Preferred Stock pursuant to a Holder Conversion Notice, the Corporation will (a) satisfy the payment of Dividends and Conversion Premium with respect to the shares of Series C Preferred Stock converted as provided in Section I.C.2, and (b) issue to the Holder of such Series C Preferred Stock a number of Conversion Shares equal to (i) the Face Value multiplied by (ii) the number of such Series C Preferred Stock subject to the Holder Conversion Notice divided by (iii) the applicable Conversion Price with respect to such Series C Preferred Stock; all in accordance with the procedures set forth in Section I.G.1.
Holder Conversion. In the event of a conversion of any Series J-1 Preferred Stock pursuant to a Holder Conversion Notice, the Corporation shall issue to the Holder of such Series J-1 Preferred Stock a number of Conversion Shares equal to (a) the Original Issue Price plus accrued and unpaid dividends thereon, multiplied by (b) the number of such Series J-1 Preferred Stock subject to the Holder Conversion Notice divided by (c) the Conversion Price with respect to such Series J-1 Preferred Stock.
Holder Conversion. (i) Each Holder shall have the right at any time, at its option, to convert, subject to the terms and provisions of this Section 7, any or all of such Holder’s shares of Series A Preferred Stock into shares of Class A Common Stock at the Conversion Rate and to receive cash in lieu of fractional shares, if any, as set out in Section 9; provided, however, that the Corporation shall not be obligated to honor any such conversion request if such conversion request does not pertain to at least $10.0 million based on the Accreted Value of the shares of Series A Preferred Stock requested to be converted by such Holder and its Affiliates (or such lesser amount to the extent such exercise covers all of such Holder’s shares of Series A Preferred Stock).
(ii) In order to convert shares of Series A Preferred Stock into shares of Class A Common Stock pursuant to this Section 7(a), the Holder must (i) deliver a notice of conversion to the Corporation in the form attached hereto as Exhibit B and (ii) surrender the certificates, if any, representing such shares of Series A Preferred Stock (or, if such certificate or certificates have been lost, stolen, or destroyed, a lost certificate affidavit and indemnity in form and substance reasonably acceptable to the Corporation), accompanied by transfer instruments reasonably satisfactory to the Corporation (including instructions to the Transfer Agent in the case of uncertificated book-entry shares), at the principal office of the Corporation (or such other place mutually acceptable to the Holder and the Corporation), together with written notice that such Holder elects to convert all or such lesser number of shares represented by such certificates as specified therein. With respect to a conversion pursuant to this Section 7(a), the date of receipt of such certificates, if any, together with such notice, by the Corporation or (in accordance with the immediately preceding sentence) its authorized agent will be the “Conversion Date”.
Holder Conversion. The outstanding principal amount of each Note shall be convertible at any time, from time to time, at the option of the holder (“Holder Conversion”), into a number of Conversion Shares equal to (x) the outstanding principal amount of such Note plus accrued and unpaid interest divided by (y) the Conversion Price.”
(i) Section 2.18 of the Agreement is hereby amended and restated in its entirety as follows:
Holder Conversion. In the event of a conversion of any Series A Preferred Stock pursuant to a Holder Conversion Notice, the Corporation shall issue to the Holder of such Series A Preferred Stock a number of Conversion Shares equal to the following: (i) (a) the Corporation Redemption Price, less any accrued but unpaid dividends, multiplied by (b) the number of such Series A Preferred Stock subject to the Holder Conversion Notice, divided by (c) the Conversion Price with respect to such Series A Preferred Stock; plus (ii) (a) the Dividend Amount, divided by (b) the Market Price.