Note Conversion Price Clause Samples

Note Conversion Price. The “Note Conversion Price” shall be equal to the per share issuance price of the Conversion Share issued for a Financing Event; provided that in the event the total pre-money valuation of the Company prior to such Financing Event, without taking into account of this Note and any other Notes issued under the Convertible Note Purchase Agreement or the Conversion Shares, is greater than US$350 million, the Note Conversion Price shall be equal to (x) US$350 million divided by (y) the total number of outstanding equity shares of the Company prior to such Financing Event which shall include any shares issued or reserved for issuance under any Benefit Plan of the Company, but excluding the Conversion Shares.

Note Conversion Price. On any Voluntary Conversion Date, the Note is convertible into shares of the Company’s common stock (the “Voluntary Conversion Shares”) at a conversion price equal to a twenty five percent (25%) discount to the average closing price (ACP) of the Company’s common stock for the trailing fifteen (15) days immediately prior to the Voluntary Conversion Date (the “Voluntary Conversion Price”).

Note Conversion Price and the Default Conversion Price shall each be subject to adjustment in certain events as provided in the Notes and the manner in which the right of conversion of the Notes may be exercised by the holders thereof shall be governed by the procedures therefor as provided in the Notes.