Conversion Blocker definition

Conversion Blocker has the meaning set forth in Section 3.10.
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Conversion Blocker has the meaning set forth in Section 8.
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Conversion Blocker means the limitations on conversion set forth in Section 5(j) of the Certificate of Designation.
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Examples of Conversion Blocker in a sentence

  • Notwithstanding the foregoing, this Section 16 Conversion Blocker shall not apply with respect to a beneficial owner of the Notes if such beneficial owner is subject to Section 16(a) of the Exchange Act without regard to the aggregate number of shares of Common Stock issuable upon conversion of the Notes and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on such beneficial owner’s right to convert, exercise or purchase similar to this limitation.

  • The undersigned has caused this Notice of Conversion Blocker Election to be executed by the undersigned’s respective authorized person(s), hereunto duly authorized, as of the date set forth below.

  • Subject to the Series A Conversion Blocker (defined below), the Reporting Persons may also be deemed to beneficially own shares of Common Stock issuable upon conversion of the Series A Preferred Stock.

  • An aggregate of 1,027,859 shares of Common Stock underlying certain Excluded Preferred Stock and Warrants (as defined herein) have been excluded from the Reporting Person’s beneficial ownership due to a Conversion Blocker (as defined below) held by the Reporting Person, to the extent that the Reporting Person would, after such conversion or exercise, beneficially own in excess of 9.99% of the shares of Common Stock outstanding.

  • Any holder electing the Warrant Election Option must deliver to the Company by 5:00 p.m. on the second Business Day before the Mandatory Conversion Date, a warrant election notice (the “ Warrant Election Notice”), which Warrant Election Notice certifies that such Holder is subject to the Conversion Blocker and includes the number of warrants that such Holder elects to receive pursuant to the Warrant Election Option.

  • Following the Non-Conversion Period, the Company may elect to cause all (but not less than all) of the outstanding shares of Series A Preferred Stock to be mandatorily converted into shares of Common Stock, in which case each Holder will receive a number of shares of Common Stock equal to the number of shares of Series A Preferred Stock of such Holder being converted multiplied by the Conversion Rate; provided that such mandatory conversion is subject to the Conversion Blocker.

  • Holders of the Preferred Stock are permitted to increase the Conversion Blocker to an amount not to exceed 19.99% upon 60 days’ notice.

  • The undersigned Holder hereby acknowledges and agrees that the Company may rely solely upon its receipt of this Notice of Conversion by such Holder as sufficient evidence that no Conversion Blocker is in effect with respect to the principal amount of Debentures such Holder is hereby irrevocably exercising its option to convert into shares of Common Stock or Reference Property, as the case may be, in accordance with the terms of the Indenture referred to in this Debenture.

  • Following theNon-Conversion Period, the Company may elect to cause all (but not less than all) of the outstanding shares of Series A Preferred Stock to be mandatorily converted into shares of Common Stock, in which case each Holder will receive a number of shares of Common Stock equal to the number of shares of Series A Preferred Stock of such Holder being converted multiplied by the Conversion Rate; provided that such mandatory conversion is subject to the Conversion Blocker.

  • The petroleum products are to be filled to 90% level in the proposed Above Ground (A/G) Storage Tanks.


More Definitions of Conversion Blocker

Conversion Blocker shall have the meaning specified in Section 14.12(a).
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Conversion Blocker has the meaning specified in Section 12.12(e).
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Related to Conversion Blocker

  • Conversion Plan shall have the meaning given to such term in Section 2.05 of this Agreement.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Automatic Conversion means the irrevocable and automatic release of all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Company’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares, all in accordance with the terms of the Securities.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • Conversion and “Converted” each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08 or 2.09.

  • Plan of Conversion has the meaning given such term in Section 14.1.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Conversion Amount means the sum of the Stated Value at issue.

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Certificate of Conversion means the Certificate of Conversion of the Partnership filed with Secretary of State of Delaware as referenced in Section 2.1 as such Certificate of Conversion may be amended, supplemented or restated from time to time.

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or (ii) any currency unit or composite currency for the purposes for which it was established.

  • Conversion Factor means 1.0, provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination.

  • Forced Conversion has the meaning set forth in Section 4.05(c) hereof.

  • Optional Conversion has the meaning set forth in Section 6(a).

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Mandatory Conversion Notice has the meaning set forth in Section 4.7.C hereof.

  • Mandatory Conversion shall have the meaning set forth in Section 6.