Mandatory Conversion Event Clause Samples

A Mandatory Conversion Event clause defines the circumstances under which certain securities, such as convertible notes or preferred shares, are automatically converted into another class of securities, typically common stock. This conversion is triggered by specific events, such as a qualified financing round or an acquisition, and the terms—including conversion ratio and timing—are predetermined in the agreement. The core function of this clause is to ensure a clear and automatic transition of investor holdings when significant company milestones are reached, thereby providing predictability and reducing disputes over conversion terms.
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Mandatory Conversion Event. On or after the third anniversary of the Initial Issue Date, if at any time (i) the Daily VWAP of the Common Stock has been at least 200% of the Conversion Price for at least twenty (20) Trading Days (whether or not consecutive) during any thirty (30) consecutive Trading Days (including the last day of such period) and (ii) the Common Stock Liquidity Conditions are satisfied, then the Corporation shall have the right (the “Mandatory Conversion Right”), exercisable at its election, to cause all or any portion of the outstanding shares of Series B Convertible Preferred Stock to convert into Common Stock on the 10th Business Day following the delivery of the Mandatory Conversion Notice, at the effective applicable Conversion Price on such 10th Business Day in accordance with Section 7 (such conversion, a “Mandatory Conversion”); provided that, the Corporation shall pay an additional amount per share of Series B Convertible Preferred Stock (payable in cash, shares of Common Stock valued based on the Relevant Price (with the number of shares of Common Stock rounded up to the nearest whole share of Common Stock) or a combination thereof, at the Corporation’s election) equal to the greater of (x) the difference between (i) the Minimum Consideration as of the Relevant Date and (ii) the value (based on the Relevant Price) of the shares of Common Stock to be delivered upon such Mandatory Conversion without regard to this proviso and (y) zero.
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Mandatory Conversion Event. Upon 30 days written notice from the Company to each holder of Series B Preferred Stock, each share of Series B Preferred Stock may be converted into fully paid and nonassessable shares of Common Stock at the option of the Company after the fifth anniversary of the Original Issue Date.
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Mandatory Conversion Event. Subject to the terms of Section 13, on or after July 5, 2029, the Corporation may elect (the “Mandatory Conversion Right”), at any time the Closing Price per share of Common Stock has been at least 175% of the Conversion Price for at least twenty (20) Trading Days (whether or not consecutive) during any thirty (30) consecutive Trading Days (including the last day of such period), the last day of which shall be the Trading Day immediately preceding the date of the Mandatory Conversion Notice (defined below), to cause all (but not less than all) of the outstanding shares of Series B Preferred Stock to convert (such conversion, a “Mandatory Conversion”) into a number of shares of Common Stock per share of Series B Preferred Stock equal to (i) the Accrued Value divided by (ii) the applicable Conversion Price, on the 7th Business Day following the delivery of the Mandatory Conversion Notice (the “Mandatory Conversion Time”). For the avoidance of doubt, the Mandatory Conversion of the Series B Preferred Stock with a Mandatory Conversion Time prior to June 20, 2035 will constitute a Make-Whole Change in Control pursuant to clause (B) of the definition thereof.
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Mandatory Conversion Event. The Company may, at its option, require all (and not less than all) holders of shares of Series A Preferred Stock then outstanding to convert their shares of Series A Preferred Stock into shares of Common Stock, at the then effective Conversion Price if the average daily trading volume of Common Stock for the 30 consecutive days of trading ending not more than 5 calendar days immediately preceding the date of the notice described in this subsection 10(a) equals or exceeds 16,500 shares (33,000 if the principal trading market for Common Stock is a NASDAQ or other over-the-counter market and such market includes, or "double counts," both buy and sell transactions with respect to the same shares in reporting volume) and the Company's Common Stock shall have had an average closing market price on the principal stock exchange on which it is listed (or, if not listed on any stock exchange, a last sale price on the NASDAQ National Market System, or if not listed or admitted to trading on such system, a closing bid price in the over-the-counter market) of not less than $5.50 (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) on the same period of 30 consecutive trading days. All holders of record of shares of Series A Preferred Stock then outstanding will be given at least 10 days' prior written notice of the date fixed and the place designated for mandatory or special conversion of all such shares of Series A Preferred Stock pursuant to this Section 10.
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Mandatory Conversion Event. (i) Notwithstanding anything to the contrary herein, upon the Mandatory Conversion Event, all outstanding shares of Parent Preferred Stock shall, mandatorily, be converted automatically into such number of shares of Parent Common Stock determined by the same method as a Discretionary Conversion.
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Mandatory Conversion Event. (i) Notwithstanding anything to the contrary herein, upon the Mandatory Conversion Event, all outstanding shares of Series B Preferred shall, at the option of the Corporation, be converted automatically into such number of shares of Common Stock determined by the same method as a Discretionary Conversion.
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Mandatory Conversion Event. Upon a Mandatory Conversion Event all Units shall be considered 100% vested. However, any Shares or Assets received thereon shall continue to be governed by these Terms. SEQ 4_1 \* Arabic \n10. Covenant Not To Compete. MIP Special Limited Partner agrees to conform to the following concerning non-competition. (a) Partnership undertakes to train MIP Special Limited Partner and to give MIP Special Limited Partner confidential information and knowledge about Partnership's business policies, accounts procedures and methods. For the purposes of this Agreement, the term "confidential information" shall include but is not limited to any list of suppliers, customers, investors, stockholders, including their names, addresses, phone numbers, amount of investments and similar information, and in addition, any operational information of Partnership , including but not limited to information on Partnership's methods of conducting business, profits and/or losses of Partnership, marketing material and any information that would reasonably be considered proprietary or confidential in nature. Partnership has established a valuable and extensive trade in its products and services, which business has been developed at a considerable expense to Partnership. The nature of the business is such that the relationship of its customers with Partnership must be maintained through the close personal contact of its employees. (b) MIP Special Limited Partner desires to enter into or continue in the employ of Partnership and by virtue of such employment by Partnership, MIP Special Limited Partner will become familiar with the manner, methods, secrets and confidential information pertaining to such business. During the term of such employment, MIP Special Limited Partner will continue to receive additional confidential information of the same kind. Through representatives of Partnership, MIP Special Limited Partner will become personally acquainted with the business of Partnership and its methods of operation. (c) In consideration of the employment or continued employment of MIP Special Limited Partner and the rights as herein provided, the training of MIP Special Limited Partner by Partnership, and the disclosure by Partnership to MIP Special Limited Partner of the knowledge and confidential information described above, Partnership requests and MIP Special Limited Partner makes the covenants hereinafter set forth. MIP Special Limited Partner understands and acknowledges that such covenan...
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Related to Mandatory Conversion Event

  • Mandatory Conversion Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion. Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement. A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

  • Optional Conversion To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.