Mandatory Conversion Sample Clauses

Mandatory Conversion. In the event that all of the following conditions (the “Mandatory Conversion Conditions”) shall be met: (i) for the ten (10) trading days immediately prior to the date that the Parent shall give written notice to the Holder of the satisfaction of the Mandatory Conversion Conditions (the “Mandatory Conversion Notice”) provided that such ten day trading period will occur immediately after the later of the completion of the OAC Merger and, if applicable, the date that common shares of OAC are brought back to trading, the result of dividing (A) the then outstanding Principal Amount of this Note, by (B) the Market Price for such ten (10) consecutive trading days, shall equal or exceed $375,000; (ii) the HTH Shares or the OAC Shares, as applicable, are then listed and traded on a Qualified Stock Exchange; and (iii) all of the Conversion Shares may be immediately sold by the Holder or Holders of this Note, without restriction of any kind, for gross proceeds of not less than (USD) $375,000 and if the Conversion Shares are sold for gross proceeds less than (USD) $375,000 within 20 trading days from the actual receipt by Bio Cup of the Conversion Shares, then the difference between such gross proceeds and (USD) $375,000 shall be deemed to be included with the Principal Indebtedness and due and payable according to the terms of this Note, then and in such event, this Note shall, without any prior consent of approval of any Holder automatically convert into the applicable number of Conversion Shares; provided, however, that the provisions of this Section 5(b) shall only be applicable if, on the trading day immediately following delivery to the Holder of the stock certificates evidencing the Conversion Shares (or an appropriate Depositary Trust Company (“DTC”) notice or direct registration advice from an appropriate transfer agent that is a member of the Securities Transfer Association of Canada or Securities Transfer Association (United States) and recognized by DTC or the Canadian Depository for Securities Limited (“CDS”) if the Conversion Shares are DTC and/or CDS eligible), all (and not less than all) of such Conversion Shares may be sold by such Holder, without restriction of any kind, for gross proceeds of not less than (USD) $375,000. The Parent or OAC, as applicable, shall deliver the stock certificates evidencing the Conversion Shares (or an appropriate DTC notice or direct registration advice from an appropriate transfer agent that is a member of the Securiti...

Mandatory Conversion. Notwithstanding anything regarding -------------------- the subordinated nature of this Note, this Note and all of the outstanding principal and accrued and unpaid interest on and under this Note shall be converted into Conversion Stock at the Conversion Price immediately prior to the first closing of an Initial Public Offering before the Maturity Date. For informational purposes, the Company shall provide the Noteholder with written notice (at the most recent address for the Noteholder provided to the Company by the Noteholder in writing) (i) within seven (7) days after it files with the Securities and Exchange Commission any registration statement on Form S-1, Form SB-1 or Form SB-2 (or any similar or successor form) for an Initial Public Offering, and (ii) reasonably promptly following the closing of an Initial Public Offering. Conversion as described in this Section 2.1 shall occur only upon the closing of an Initial Public Offering, provided that (i) upon the closing of an Initial Public Offering, the conversion shall be deemed to have occurred immediately prior to the first closing of such Initial Public Offering, and (ii) as a condition precedent or condition subsequent to conversion (the election between which type of condition shall be the Company's sole election in the Company's sole discretion), the Noteholder must surrender this Note for conversion at the principal office of the Company. Incident to any conversion, the Conversion Stock will have those rights and privileges, and be subject to those restrictions, of the shares of Common Stock as set forth in the Company's Certificate of Incorporation, and the Noteholder will receive the rights and be subject to the obligations applicable to the purchasers of Common Stock, provided that the sale restriction specified in Section 2.5 below shall apply to the Conversion Stock. This Note shall not be convertible and shall not be converted into Conversion Stock if there is not an Initial Public Offering on or before the Maturity Date.

Mandatory Conversion. (a) This Senior Convertible Note plus interest accrued and unpaid thereon shall be automatically converted simultaneously with the Next Round Financing (the "Triggering Event') into that number of fully paid and non-assessable Next Round Securities which is equal to the quotient obtained by dividing the then outstanding principal amount of this Senior Convertible Note plus interest accrued and unpaid thereon to the date of conversion by the price per Next Round Security paid in the Next Round Financing. (b) Promptly after the Triggering Event the Company shall deliver or cause to be delivered to the holder of this Senior Convertible Note a certificate or certificates representing the number of fully paid and non-assessable shares of Next Round Securities into which this Senior Convertible Note may be converted. Such conversion shall be deemed to have been made simultaneously with the conclusion of the Next Round Financing, so that the rights of the holder as a holder of this Senior Convertible Note shall cease with respect to this Senior Convertible Note at such time (including, without limitation, the right to receive the principal of this Senior Convertible Note other than in the form of Next Round Securities), interest shall cease to accrue hereon and the person or persons entitled to receive the Next Round Securities deliverable upon conversion of this Senior Convertible Note shall be treated for all purposes as having become the record holders of such Next Round Securities at such time, and such conversion shall be at the conversion rate in effect at such time. (c) The Company covenants that it will at all times reserve and keep available out of its authorized Next Round Securities (at such time as such Securities are authorized) solely for the purpose of issue or delivery upon conversion of this Senior Convertible Note as herein provided, such number of Next Round Securities as shall then be issuable or deliverable upon the conversion of this Senior Convertible Note. The Company covenants that all Next Round Securities which shall be so issuable or deliverable shall, when issued or delivered, be duly and validly issued and fully paid and non-assessable.

Mandatory Conversion. (i) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Alternate Base Rate Advances, and (ii) upon the occurrence and during the continuance of any Event of Default, (x) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Alternate Base Rate Advance and (y) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

Mandatory Conversion. If, on or after the later of the Closing Date or the date the shares of Common issuable upon conversion of the Series A Preferred Stock become registered under the Securities Act of 1933, as amended, and become eligible for trading to the public, the Market Price of the Common exceeds ${Note: this amount shall equal the Original Issue Price per share plus $5.00} per share (as adjusted for any stock split, stock dividend, recapitalization or otherwise on the Common) for 10 consecutive Trading Days, the Corporation may elect, beginning on the first Business Day following such 10 Trading Day period, and at any time thereafter while any shares of Series A Preferred Stock remain outstanding, to require the holders of all (but not less than all) outstanding shares of Series A Preferred Stock to convert such shares into Common pursuant to the terms of this Section 5 (a “Mandatory Conversion”). In case of such election, the Corporation shall give written notice to each holder of outstanding shares of Series A Preferred Stock. Any such conversion shall be deemed to have been effected, without further action by any party, immediately prior to the close of business on the fifth Business Day after the Corporation delivers notice of its election of a Mandatory Conversion to the holders of Series A Preferred Stock Shares. At the time any such conversion has been effected, the rights of the holders of shares of Series A Preferred Stock so converted shall cease with respect to such converted shares of Series A Preferred Stock, and such holders entitled to receive Common upon conversion of such Series A Preferred Stock shall be treated for all purposes as the record holders of such shares of Common on the date conversion is deemed to have been effected. The provisions of Section 5(a) shall apply to a Mandatory Conversion under this Section 5(c).

Mandatory Conversion. Any unpaid principal due hereunder upon the Maturity Date shall automatically be exchanged for Shares upon the terms described in Section 1(b) above using the Maturity Date as the Exchange Date, without requiring the additional consent of Lender or Borrower.

Mandatory Conversion. (a) Subject to the requirements of Section 6.09(b) and Section 6.09(c) of this Supplemental Indenture, at any time following the issuance of the Notes, the Company shall have the right, at its option, may, to cause the Notes, in whole or in part, to be automatically converted into Common Stock (a “Mandatory Conversion”). Upon a Mandatory Conversion, a Holder shall be entitled to receive (i) a number of shares of Common Stock based on the applicable Conversion Rate, and (ii) the Coupon Make-Whole. The “Mandatory Conversion Date” shall be the tenth Business Day following the date of the Mandatory Conversion Press Release (as defined in Section 6.09(c)), excluding the date such Mandatory Conversion Press Release is issued; provided, however, that if the Company is required to adjust the Conversion Rate in accordance with the requirements of Section 6.03 of this Supplemental Indenture and the Mandatory Conversion Date would occur during the time period in which the average Daily VWAP of the Common Stock is being calculated for purposes of such an adjustment, then the Mandatory Conversion Date shall be the next Business Day following the effectiveness of such adjustment. (b) The Company may exercise a Mandatory Conversion pursuant to Section 6.09(a) of this Supplemental Indenture only if the Daily VWAP of the Common Stock exceeds 130% of the applicable Conversion Price for at least ten Trading Days in a period of fifteen consecutive Trading Days, including the last Scheduled Trading Day of such fifteen-day period, ending on the Scheduled Trading Day prior to the Company’s issuance of the Mandatory Conversion Press Release pursuant to Section 6.09(c). (c) In order to exercise a Mandatory Conversion, the Company must issue a press release for publication through Dow ▇▇▇▇▇ & Company, Inc., Bloomberg Business News, BusinessWire, or PR Newswire or a substantially equivalent financial news organization (the “Mandatory Conversion Press Release”) no later than the third Business Day following any date on which the conditions described in Section 6.09(b) are satisfied, announcing such a Mandatory Conversion. The Company will also give notice by mail or by publication (with subsequent prompt notice by mail) to the Holders (not more than four Business Days after the date of such Mandatory Conversion Press Release) of the Mandatory Conversion announcing the Company’s intention to convert the Notes at their addresses shown in the Security Register maintained by the Security...

Mandatory Conversion. Effective as of the closing (the “Mandatory Conversion Date”) of a Qualified Financing (as defined below), any and all outstanding principal and accrued Interest represented by this Note shall automatically (without further act or deed of the Holder or the Company) convert (the “Mandatory Conversion”) into the type of securities of the Company issued by the Company in the Qualified Financing (the “Qualified Financing Stock”) by dividing (x) the outstanding principal balance under this Note as of the Mandatory Conversion Date by (y) a conversion price which shall be equal to the lesser of (i) the price per share at which the Company sells a share of Qualified Financing Stock in the Qualified Financing or (ii) the Conversion Price (as defined in Section 3.2(a)). A “Qualified Financing” shall occur when both (1) a sale by the Company of shares of equity of the Company to one or more purchasers generates not less than gross proceeds to the Company of $5,000,000 closing within one hundred twenty (120) days of the Issuance Date, and (2) the investors in such Qualified Financing are issued either convertible preferred stock or fixed price convertible notes of the Company. The Company shall cause notice of the Mandatory Conversion (the “Mandatory Conversion Notice”) to be mailed to the Holder, at such Holder’s address, at least ten (10) days prior to the Mandatory Conversion Date. On or before the Mandatory Conversion Date, the Holder shall surrender this Note at the place designated in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Qualified Financing Stock which shall be issuable on such conversion shall be issued. Notwithstanding the foregoing provisions of this Section 3.1(b), the Holder may convert any portion of this Note pursuant to Section 3.1(a) on or prior to the date immediately preceding the date of such Mandatory Conversion.

Mandatory Conversion. Upon the occurrence of a Fundamental Transaction (as defined below), the Borrower shall have the right, at its option, at any time and from time to time, so long as any amount remains payable under this Note, to convert all of the outstanding principal amount and accrued interest hereunder (the “Outstanding Amount”) into shares of Common Stock at a conversion price per share equal to the weighted average trading price of the Common Stock during the ten (10) trading days immediately preceding the date of such Fundamental Transaction (the “Conversion Price”). In the event that such Fundamental Transaction is a merger or consolidation of the Borrower with or into another corporation or entity, the Purchaser shall be entitled to receive upon conversion of the Outstanding Amount, the number of shares of stock or other securities of the Borrower, or of the successor corporation resulting from such merger or consolidation, which a holder of the number of shares of Common Stock into which this Note was convertible immediately prior to such transaction would have been entitled to receive as a result of such merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights of the Purchaser after such merger or consolidation to the end that the provisions of this Section 6 (including adjustment of the number of shares of Common Stock issuable upon conversion of this Note) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. “Fundamental Transaction” means (i) a merger or consolidation of the Borrower with or into another corporation or entity, (ii) a sale of all or substantially all of the Borrower’s properties and assets to any other person, or (iii) the sale, transfer or assignment of not less than fifty percent (50%) of the Borrower’s then issued and outstanding shares of Common Stock by the beneficial owners thereof to a person or persons that are not Affiliates (as defined below) of such beneficial owners. “Affiliate” means, when used with respect to a specified person, another person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.