Lender Optional Conversion Clause Samples

Lender Optional Conversion. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, at its election, to convert (“Lender Conversion”) all or any part of the Outstanding Balance into shares (each instance of conversion is referred herein as a “Lender Conversion Shares”) of fully paid and non-assessable common stock, par value $0.0001 per share (“Common Stock”), of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price (as defined below). Conversion notices in the form attached hereto as Exhibit A (each, a “Lender Conversion Notice”) may be effectively delivered to Borrower by any method of Lender’s choice (including but not limited to facsimile, email, mail, overnight courier, or personal delivery), 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 9 below; except that notwithstanding any provision of Section 9, it is understood that any issuance of Conversion Shares prior to the date six (6) months after the Purchase Price Date shall be in certificated form and that the certificates issued to Lender in such period shall bear the Company’s usual securities law restrictive legend and such shares may not be transferred unless and until the holding period requirements of Rule 144 have been satisfied.