Mechanism of Conversion Sample Clauses

Mechanism of Conversion a. If, after the six (6) month anniversary of the Issue Date and up to the Maturity Date of the Note, the Company elects to repay the Note, it must do so at a premium of one hundred and twenty five percent (125%) of the face amount of the Note, together with all unpaid and accrued interest to the date of repayment. Under the election of the repayment of the Note, there shall be no conversion of any shares underlying the Note. Notice shall be delivered to the Holder not later than five (5) business days prior to the actual repayment of the Note (the “Note Repayment Notice”).
Sample 1
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Mechanism of Conversion. Conversion shall be effected by the redemption of the Series B Preferred Shares being converted for an amount per share equal to the applicable Conversion Base Amount and the issuance in exchange therefor of the applicable Conversion Shares at a price per share equal to the then applicable Conversion Price. In order to exercise its conversion right, the holder of the Series B Preferred Shares to be converted shall surrender the certificate or certificates representing such shares to the Company, with a notice of election to convert, duly completed and signed, at the principal office of the Company. Unless the Conversion Shares issuable upon conversion are to be issued in the same name as the name in which the Series B Preferred Shares are registered, each share certificate surrendered for conversion shall be accompanied by instruments of transfer duly executed by the holder or his duly authorized attorney. As promptly as practicable after the surrender by a holder of the certificate or certificates representing the Series B Preferred Shares to be converted (together with a duly completed and signed notice of election to convert) and in any event within ten (10) business days after such surrender, the Company shall issue and deliver to the Person for whose account such certificate was surrendered, or to its nominee or nominees, a certificate or certificates for the number of Conversion Shares or other securities issuable upon the conversion of those shares and any fractional interest in respect of Conversion Shares or other securities arising upon the conversion shall be settled as provided below. Conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the holder delivers the certificates for the Series B Preferred Shares and the notice of election to convert to the Company, and the Person or Persons in whose name or names any Conversion Shares or other securities issuable upon such conversion shall be entered in the Register of Members as the holder or holders of record of such Conversion Shares or other securities at such time on such date and such conversion shall be at the Conversion Price in effect at such time, unless the Register of Members shall be closed on such date, in which event such Person or Persons shall be entered in the Register of Members as the holder or holders of record of such Conversion Shares or other securities at the close of business on the next succeeding day on which such...
Sample 1
Mechanism of Conversion i. If the Company proposes to consummate the Qualified Offering prior to the Maturity Date, the Company will deliver to the Holder a notice (the “Offering Notice”), stating the price and other terms and conditions thereof not later than five (5) Business Days prior to the closing date of the Qualified Offering.
Sample 1
Mechanism of Conversion. (a) Conversion shall be effected by multiplying the Conversion Rate for the Convertible Preferred Shares being converted by the number of such shares and issuing in exchange therefor a number of Conversion Shares equal to the product of such multiplication. In order to exercise its conversion right, the holder of the Convertible Preferred Shares to be converted shall surrender the certificate representing such shares to the Company, with a notice of election to convert (in the case of optional conversion pursuant to Section 4.1(a)), duly completed and signed, at the principal office of the Company. Unless the Conversion Shares issuable upon conversion are to be issued in the same name as the name in which the Convertible Preferred Shares are registered, each share certificate surrendered for conversion shall be accompanied by stock power or instruments of transfer duly executed by the holder or his duly authorized attorney.
Sample 1
Mechanism of Conversion. Before an Investor shall be entitled to convert its Debenture into Underlying Shares it shall give a written notice to Paradigm at its registered office, of the election to convert the same. Paradigm shall, as soon as practicable thereafter, issue and deliver to the Investor, or to its nominee or nominees, (i) a certificate or certificates for the number of Underlying Shares to which the Investor shall be entitled as aforesaid, and (ii) a new Debenture for the balance of the unconverted principal amount of the Loan. Such conversion shall be deemed to have been made immediately prior to the close of business on the date on which the Debenture was to be converted, and the Investor shall be treated for all purposes as the record holder of such shares as of such date.
Sample 1
Mechanism of Conversion. Before an Investor shall be entitled to convert any part of its Debenture into Underlying Shares it shall give an irrevocable written notice to Camtek at its registered office, of the election to convert the same, together with the presentment of the Debenture. Camtek shall, as soon as practicable thereafter but in any event by no later than ten (10) Business Days commencing on the date it received the notice of conversion and the Debenture pursuant to the provisions herein, issue and deliver to such Investor, in exchange for the Debenture in the Investor’s possession (i) a certificate or certificates for the number of Underlying Shares to which the Investor shall be entitled as aforesaid, and (ii) a new Debenture for the balance of the unconverted principal amount of the Loan. Subject to applicable laws, such conversion shall be deemed to have been made, in the relations between the converting Investor and Camtek, one Business Day following the date on which the Debenture was to be converted, and the Investor shall be treated for all purposes as the record holder of such shares as of such date.
Sample 1
Mechanism of Conversion 
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Related to Mechanism of Conversion

  • Manner of Conversion The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

  • Mechanics of Conversion (1) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

  • Form of Conversion Notice Each convertible Security shall have attached thereto, or set forth on the reverse of the Security, a notice of conversion in substantially the following form: Conversion Notice To: Xxxxxxxx Offshore Services, Inc. The undersigned owner of this Security hereby: (i) irrevocably exercises the option to convert this Security, or the portion hereof below designated, for shares of Common Stock of Xxxxxxxx Offshore Services, Inc. in accordance with the terms of the Indenture referred to in this Security and (ii) directs that such shares of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares are to be delivered registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: Signature: Fill in for registration of shares if to be delivered, and of Securities if to be issued, otherwise than to and in the name of the registered holder. (Name) Social Security or other Taxpayer Identification Number (Please print name and address) Principal amount to be converted: (if less than all) $ . Signature Guarantee* * Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee).

  • Method of Conversion This Note may be converted by the Holder in whole or in part as described in Section 2.1(a) hereof and the Subscription Agreement. Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.

  • Exchange in Lieu of Conversion (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion (the “Conversion Consideration”) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

  • Date of Conversion Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------

  • NOTICE OF CONVERSION The undersigned hereby elects to convert principal under the Original Issue Discount Convertible Debenture due ________202[5] of Progressive Care Inc., a Delaware corporation (the “Company”), into Common Shares (the “Common Shares”), of the Company according to the conditions hereof. If Common Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Company that its ownership of the Common Shares does not exceed the amounts specified under Section 4 of this Debenture, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the applicable laws in connection with any transfer of the aforesaid Common Shares. Conversion calculations: Date to Effect Conversion: Principal Amount of Debenture to be Converted: Payment of Interest in Common Shares __ yes __ no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of Common Shares to be issued: Signature: Name: Address for Delivery of Common Shares Certificates: Or DWAC Instructions: Broker No: Account No: Schedule 1 CONVERSION SCHEDULE The Original Issue Discount Convertible Debentures due on ________ 202[5] in the aggregate principal amount of $____________ are issued by Progressive Care Inc., a Delaware company. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture. Dated: Date of Conversion (or for first entry, Original Issue Date) Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount) Company Attest

  • Data Conversion [insert City or Contractor] shall be responsible for the timely and accurate conversion of City’s data to the format required by the Programs [or, System], and for providing the test data specified in the Acceptance Test Plan [or, Design Specifications].

  • Effect of Conversion All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Subsection 5.2 and to receive payment of any dividends declared but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

  • Mandatory Conversion Provided an Event of Default has not occurred, then, commencing after the Actual Effective 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 the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 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, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest 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 Section 2.2 above.

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