Subsequent Financing Conversion and Exchange Sample Clauses

Subsequent Financing Conversion and Exchange. At any time prior to the Maturity Date, this Note shall be automatically converted into and exchanged, into an amount equal to the face value of this Note, plus all accrued and unpaid interest hereon, into any other securities issued by the Company in connection with a Subsequent Financing at a conversion price equal to ninety percent (90%) of the purchase price paid by the purchasers of such securities in the Subsequent Financing. (For example purposes only, a Holder with $100,000 face value Note shall be entitled to convert into $110,000 of securities in the Subsequent Financing.) Upon such exchange, this Note will be immediately cancelled upon delivery of the securities. The holder shall be entitled to the exact same rights and benefits of any purchaser of securities in the Subsequent Financing. “Subsequent Financing” means that offering approved by a majority of the Note Holders which results in gross proceeds to the Maker of at least $4,000,000. The Maker shall provide the Holder with at least five (5) business days prior notice before the consummation of a Subsequent Financing in order to provide the Holder with an opportunity to covert and exchange this Note into the securities offered by the Maker to third parties in a Subsequent Financing.
Sample 1
AutoNDA by SimpleDocs
Subsequent Financing Conversion and Exchange. At any time prior to the Maturity Date, this Note shall, at the option of the Holder, be converted into and exchanged, into an amount equal to the face value of this Note, plus all accrued and unpaid interest hereon, into any other securities issued by the Company in connection with a Subsequent Financing at a conversion price equal to seventy five percent (75%) of the purchase price paid by the purchasers of such securities in the Subsequent Financing. In the event that MusclePharm Corporation (OTCQB: MSLP) enters into a Subsequent Financing with the Maker, then the conversion price of such Subsequent Financing shall be equal to eighty five percent (85%) of the purchase price paid by the purchasers of such securities in such Subsequent Financing. Upon such exchange, this Note will be immediately cancelled upon delivery of the securities. The holder shall be entitled to the exact same rights and benefits of any purchaser of securities in the Subsequent Financing. “Subsequent Financing” means the first subsequent sale of its common stock, debt securities, or common stock equivalents by the Company in one or more related closings following the Closing Date (as hereinafter defined) in an aggregate amount not less than $4.0 million. The Maker agrees to provide the Holder with at least five (5) Business Days prior notice before the consummation of a Subsequent Financing in order to provide the Holder with an opportunity to covert and exchange this Note into the securities offered by the Maker to third parties in a Subsequent Financing.
Sample 1

Related to Subsequent Financing Conversion and Exchange

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • Exchange Closing 2.1. The closing of the Exchange (the “Exchange Closing”) shall take place at such place as the Closing of the transactions contemplated by the Merger Agreement and contemporaneously with the consummation of the Merger pursuant to the Merger Agreement.

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Securities Exchange of Certificates 16 Section 3.1 Conversion of Securities 16 Section 3.2 Exchange of Certificates 17 Section 3.3 Dissenters’ Rights 20 Section 3.4 Stock Transfer Books 20 Section 3.5 Company Equity and Long-Term Incentive Awards 21 Article 4 Representations and Warranties of the Company 23 Section 4.1 Organization and Qualification; Subsidiaries 23 Section 4.2 Certificate of Incorporation and By-laws; Corporate Books 24 Section 4.3 Capitalization; Subsidiaries 24 Section 4.4 Authority 25 Section 4.5 No Conflict; Required Filings and Consents 26 Section 4.6 Compliance with Laws 27 Section 4.7 SEC Filings; Financial Statements 28 Section 4.8 Proxy Statement and SEC Filings 29 Section 4.9 Absence of Certain Changes or Events 29 Section 4.10 Benefit Plans; Employees and Employment Practices 29 Section 4.11 Contracts; Debt Instruments 33 Section 4.12 Litigation 37 Section 4.13 Environmental Matters 38 Section 4.14 Intellectual Property 39 Section 4.15 Taxes 40 Section 4.16 Insurance 41 Section 4.17 Real Estate 43 Section 4.18 Board Approval 48 Section 4.19 Brokers 49 Section 4.20 Indebtedness 49 Section 4.21 Identifying Health Care Businesses; Licenses and Permits; Compliance with Applicable Law; Health Care Regulation 49

  • Conversion of Securities in the Merger At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Contribution and Exchange On the terms set forth herein and subject to Section 2.2, Section 2.3, Section 2.4 and Section 2.5:

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