Notice of Conversion Limitation Sample Clauses

Notice of Conversion Limitation. The FPI Protective Restriction shall be stated as a percentage of the Class A Common Shares issued and outstanding on the Determination Date held by holders of Class A Common Shares. For example, if on a Determination Date (March 31, 2020) the maximum number of Common Shares available for issuance upon conversion of Class A Common Shares by the Class A Shareholder holding 1,000 Class A Common Shares is 30,000 Common Shares, the FPI Protective Restriction will apply to 700 Class A Common Shares (70%) and an aggregate of 300 Class A Common Shares (30%) may be converted during the Relevant Fiscal Quarter. The Notice of Conversion Limitation will state that “Pursuant to Section 7 of the Special Rights and Restrictions for Class A Common Shares of TILT Holdings, Inc., the FPI Protective Restriction applies to [70%] of the issued and outstanding Class A Common Shares as of the Determination Date ([March 31, 2020] and up to [30%] of your Class A Common Shares may be converted into Common Shares during the fiscal Quarter ending [June 30, 2020].”
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Notice of Conversion Limitation. Upon a determination of the 40% Threshold and the FPI Protective Restriction, the Company will provide each Convertible Securities Holder of record notice of the FPI Protective Restriction applicable to holders of Class A Common Shares for the Relevant Fiscal Quarter within thirty (30) days of the end of each Determination Date (a “
Sample 1Sample 2Sample 3
Notice of Conversion Limitation. The Corporation will provide each Class A Shareholder of record notice of the FPI Protective Restriction applicable to holders of Class A Common Shares for the Relevant Fiscal Quarter within ten (10) business days of the end of each Determination Date (a “
Sample 1Sample 2
Notice of Conversion Limitation. Upon a determination of the 55% Threshold and the FPI Protective Restriction, the Corporation will provide each Multiple Voting Shareholder of record notice of the FPI Protective Restriction applicable to holders of Multiple Voting Shares for the Relevant Period within ten (10) business days of the end of each Determination Date (a “
Sample 1
Notice of Conversion Limitation the Corporation will provide each Preferred Holder of record a notice of the FPI Protection Restriction and the impact that the FPI Protective Provision has on the ability of each Preferred Holder to exercise the right to convert Series A Preferred Shares held by the Preferred Holder. To the extent that requests for conversion of Series A Preferred Shares subject to the FPI Protection Restriction would result in the 45% Threshold being exceeded, the number of such Series A Preferred Shares eligible for conversion held by a particular holder shall be prorated relative to the number of Series A Preferred Shares submitted for conversion. To the extent that the FPI Protective Restriction contained in this Section 6(a) applies, the determination of whether Series A Preferred Shares are convertible shall be in the sole discretion of the Corporation.
Sample 1
Notice of Conversion Limitation. The FPI Protective Restriction shall be stated as a percentage of the Proportionate Voting Shares issued and outstanding on the Determination Date by holders of Proportionate Voting Shares. For example, if on a Determination Date (March 31, 2020) the maximum number of Subordinate Voting Shares available for issuance upon conversion of Proportionate Voting Shares by the Proportionate Voting Shareholder holding 1,000 Proportionate Voting Shares is 60,000 Subordinate Voting Shares, the FPI Protective Restriction will apply to 700 Proportionate Voting Shares (70%) and an aggregate of 300 Proportionate Voting Shares (30%) may be converted during the Relevant Period. The Notice of Conversion Limitation would, in this case, state that “Pursuant to Section 6 of the Special Rights and Restrictions for Proportionate Voting Shares of the Corporation, the FPI Protective Restriction applies to 70% of the issued and outstanding Proportionate Voting Shares as of the Determination Date (March 31, 2020) and up to 30% of your Proportionate Voting Shares may be converted into Subordinate Voting Shares during the fiscal quarter ending June 30, 2020.”
Sample 1
Notice of Conversion Limitation. The FPI Protective Restriction shall be stated as a percentage of the Multiple Voting Shares issued and outstanding on the Determination Date by holders of Multiple Voting Shares.
Sample 1
AutoNDA by SimpleDocs

Related to Notice of Conversion Limitation

  • NOTICE OF CONVERSION The undersigned hereby elects to convert principal under the 8% Convertible Debenture due __________ of AgEagle Aerial Systems, Inc., a Nevada corporation (the “Company”), into shares of common stock (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock 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 Stock 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 securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Debenture to be Converted: Payment of Interest in Common Stock __ yes __ no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: Name: Address for Delivery of Common Stock Certificates: Or DWAC Instructions: Broker No: Account No: Schedule 1 CONVERSION SCHEDULE The 8% Convertible Debentures due on June 30, 2017 in the aggregate principal amount of $_________________are issued by AgEagle Aerial Systems, Inc., a Nevada corporation. 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

  • Conversion Limitations The Company shall not effect any conversion of this Debenture, and a Holder shall not have the right to convert any portion of this Debenture, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s Affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Debenture with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted principal amount of this Debenture beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Debentures or the Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(c) applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Debenture is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this Debenture may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which principal amount of this Debenture is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (A) the Company’s most recent periodic or annual report, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of this Debenture held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(c), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Debenture held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(c) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Debenture.

Time is Money Join Law Insider Premium to draft better contracts faster.