Lender Conversion Clause Samples

Lender Conversion. In order to effect conversion, the Lender shall surrender this Note, duly endorsed, at the principal offices of the Borrower, together with a written notice to the Borrower of the Lender's election to convert. At its expense, the Borrower will, as soon as practicable thereafter, and in any event within ten (10) business days thereafter, issue and deliver to Lender, a certificate or certificates for the number of shares of Common Stock to which Lender is entitled upon such conversion (bearing the securities legend set forth on this Note and any other legends that may be required by applicable state or federal securities law in the opinion of legal counsel for Borrower), together with any other securities or property to which the Lender is entitled upon such conversion under the terms of this Note. Upon such conversion of the full amount due under this Note, the Borrower will be released from all its obligations and liabilities under this Note.

Lender Conversion. Lender has the right at any time after the Issuance Date until the Outstanding Balance has been paid in full, at its election, to convert (“Lender Conversion”) all or any portion of the Outstanding Balance into fully paid and non-assessable unregistered Class A Ordinary Shares (“Lender Conversion Shares”), par value $1.00 per share or such par value of the shares at that time (the “Ordinary Shares”), issued in reliance on the Regulation D and/or Regulation S exemption from registration requirements under the Securities Act of 1933, of Borrower as per the following conversion formula: the amount of the Note being converted (the “Conversion Amount”) divided by $1.20 (“Conversion Price”). Conversion notices in the form attached hereto as Exhibit A (each, a “Lender Conversion Notice”) may be effectively delivered to Borrower by any method set forth in the “Notices” Section of the Purchase Agreement, and all Lender Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance with Section 7 below.

Lender Conversion. 6A.1 At any time while funds under this Agreement remain outstanding, at the Lender’s election, in lieu of repayment, the outstanding amount of the Loan, including any accrued but unpaid interest thereon and the Origination Fee (collectively, the “Outstanding Amount”) (or any part thereof) may be converted into a number of fully paid and non-assessable Shares of the Borrower. The conversion price shall be equal to the Market Price on the date prior to the date the Lender delivers a Conversion Notice in accordance with Clause 6A.2 below. 6A.2 In order to elect to convert some or all of the Outstanding Amount into Shares, the Lender shall give to the Borrower a notice of such election (a “Conversion Notice”) specifying a date, which is not less than five (5) Business Days following, on which such outstanding amount (as notified in the Conversion Notice) shall be converted to new Shares. The number of Shares issued by the Borrower shall be rounded down to the nearest whole number of shares (i.

Lender Conversion. 8.1 At any time while funds under this Agreement remain outstanding, at the Lender’s election, in lieu of repayment, the Outstanding Amount (or any part thereof) may be converted into a number of fully paid and non-assessable Shares of the Borrower. The conversion price shall be equal to the Market Price on the date prior to the date the Lender delivers a Conversion Notice in accordance with Clause 8.2 below. 8.2 In order to elect to convert some or all of the Outstanding Amount into Shares the Lender shall give to the Borrower a notice of such election (a “Conversion Notice”) specifying a date which is not less than five (5) Business Days following on which the amount of the Outstanding Commitment to be converted (as notified in the Conversion Notice) shall be converted to new Shares. The number of Shares issued by the Borrower shall be rounded down to the nearest whole number of shares (i.

Lender Conversion. Following the six month anniversary of the Effective Date, at the option of the Lender (subject to the right of the Borrower to prepay the principal), the Lender may convert the Conversion Amount into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified (the “Conversion Shares”). The term “Conversion Amount” means, with respect to any conversion of this Note, the portion of the principal amount of this Note to be converted into Conversion Shares in such conversion. The Conversion Amount shall be divided by the Conversion Price (as defined in Section 2.2) determined as provided herein in order to determine the number of Conversion Shares to be issued in connection with said conversion (each a “Conversion”). In no event, however, shall the Lender be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Lender and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Lender and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Lender upon, at the election of the Lender, not less than 61 calendar days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Lender, as may be specified in such notice of waiver).

Lender Conversion. Prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to (a) take, or cause to be taken, all actions required under the terms of the Term Loan Facility in respect of any Lender Conversion, (b) provide Parent with prompt written notice of any election, request, demand or other material communication received from any lender in respect of a Lender Conversion, (c) not initiate, solicit, encourage or enter into any amendment, waiver, side letter or other arrangement with any lender relating to a Lender Conversion without Parent’s prior written consent, and (d) ensure that any Shares issued upon a Lender Conversion are validly issued, fully paid and non-assessable.

Lender Conversion. For so long as the Loan remains outstanding, upon the occurrence of either (i) an Event of Default, or (ii) a Response Failure (as defined below), Lender shall have the right, upon written notice (a “Forced Conversion Notice”) to either the signatory trustee of Borrower or (if such signatory trustee fails to undertake its obligations under Section 9.02 of the Trust Agreement) the Independent Trustee of Borrower, to cause Borrower to terminate the Trust Agreement of Borrower by converting Borrower into a Delaware limited liability company in form and substance satisfactory to Lender in accordance with the terms of Section 9.03 of its Trust Agreement (a “Forced Conversion”). If no Event of Default has occurred and Lender in good faith determines that an Event of Default is imminent (including, without limitation, if Lender in good faith determines that either Borrower or Master Lessee does not have adequate cash flow to make capital repairs or otherwise operate the Property), Lender shall provide notice of such determination to the signatory trustee of Borrower (the “Imminent Default Notice”). Upon receipt of such notice, the signatory trustee shall have thirty (30) days in which to present an explanation of, and/or plans for correcting, the financial situation of Borrower(the “Imminent Default Response”). If (i) an Imminent Default Response is not timely provided by the signatory trustee, or (ii) an Imminent Default Response is timely provided to Lender and Lender determines, after evaluating the response in good faith, that the explanation and/or plans presented in the Imminent Default Response are not reasonably adequate to address its concerns (each, a “Response Failure”), then Lender shall have the right to issue the Forced Conversion Notice and cause a Forced Conversion pursuant to Section 6.2(c) hereof.

Lender Conversion