Conversion Common Shares definition
Conversion Common Shares means (i) the Common Stock issued or issuable upon conversion of the Preferred Stock and (ii) any Common Stock issued or issuable with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reincorporation. As to any particular Conversion Common Shares, such shares shall cease to be Conversion Common Shares when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (y) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act or any comparable rule under any similar federal statute then in force or (z) repurchased by the Company.
Conversion Common Shares means (i) the Common issued or issuable upon conversion of any shares of Pari Passu Preferred and (ii) any Common issued or issuable with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reincorporation. As to any particular Conversion Common Shares, such shares shall cease to be Conversion Common Shares when they have been (x) effectively registered under the Securities Act of 1933, as amended, and disposed of in accordance with the registration statement covering them, (y) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act of 1933, as then in effect, or any comparable statement under any similar federal statute then in force or (z) repurchased by the Corporation.
Conversion Common Shares means:
Examples of Conversion Common Shares in a sentence
The Conversion Common Shares shall be validly issued, fully paid, and non assessable, shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933, and shall be subject to a 20-for-1 reverse stock split currently contemplated as part of the Recapitalization.
In such an event, the exchange of Surrendered Shares for Conversion Common Shares shall remain effective as of the date of this Agreement.
Upon the Effective Date, the Conversion Common Shares will have been duly authorized and reserved for issuance upon conversion of the Debenture and upon such issuance the Conversion Common Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.
As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s Principal Market with respect to the Class A Common Stock as in effect on the date of delivery of a certificate representing Conversion Shares, Note Conversion Common Shares or Warrant Shares, as the case may be, issued with a restrictive legend.
Subject to the terms and conditions hereof, at the Closing (as defined below), Lender hereby elects to convert the Accrued Interest into that number of shares (the “Conversion Preferred Shares” and, together with the Conversion Common Shares, the “Conversion Shares”) of a new class of preferred stock (the “Preferred Stock”) by dividing the Accrued Interest by [$1.00].
More Definitions of Conversion Common Shares
Conversion Common Shares means (i) the Common Stock issued or issuable upon conversion or redemption of the Series A Preferred Shares and (ii) any Common Stock issued or issuable with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reincorporation. For purposes of this Agreement, any Person who holds Series A Preferred Shares shall be deemed to be the holder of the Conversion Common Shares obtainable upon conversion of the Series A Preferred Shares, regardless of any restriction or limitation on the conversion of the Series A Preferred Shares, such Conversion Common Shares shall be deemed to be in existence, and such Person shall be entitled to exercise the rights of a holder of Conversion Common Shares hereunder. As to any particular Conversion Common Shares, such shares shall cease to be Conversion Common Shares when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (y) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (z) repurchased by the Company. In the event that the Company shall issue any Additional Preferred Shares under the circumstances contemplated in Section 3.4, then the term “Conversion Common Shares,” as used herein (except Sections 3.1, 3.2 and 9.2, where this sentence shall not apply), shall also include (1) Common Stock issued or issuable upon conversion or redemption of the Additional Preferred Shares and (2) any Common Stock issued or issuable with respect to the securities referred to in clause (1) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reincorporation.
Conversion Common Shares means (i) the Common Stock issued or issuable upon conversion or redemption of the Preferred Stock, (ii) the Common Stock issued or issuable upon the exercise of the Warrants and (iii) any Common Stock issued or issuable with respect to the securities referred to in clauses (i) or (ii) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reincorporation. For purposes of this Agreement, any Person who holds Preferred Stock or Warrants shall be deemed to be the holder of the Conversion Common Shares obtainable upon conversion of the Preferred Stock or exercise of the Warrants, regardless of any restriction or limitation on the conversion of the Preferred Stock or exercise of the Warrants; such Conversion Common Shares shall be deemed to be in existence; and such Person shall be entitled to exercise the rights of a holder of Conversion Common Shares hereunder. As to any particular Conversion Common Shares, such shares shall cease to be Conversion Common Shares when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (y) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (z) repurchased by the Company.
Conversion Common Shares means (i) the common stock issued or issuable upon conversion of the Series A Preferred, (ii) the common stock issued or issuable upon conversion or redemption of any Additional Preferred and (iii) any common stock issued or issuable with respect to the securities referred to in clauses (i) or (ii) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reincorporation. As to any particular Conversion Common Shares, such shares shall cease to be Conversion Common Shares when they have been (x) effectively registered under the Securities Act of 1933, as amended, and disposed of in accordance with the registration statement covering them, (y) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act of 1933, as then in effect, or any comparable statement under any similar federal statute then in force or (z) repurchased by the Corporation.
Conversion Common Shares means (i) the Common Stock issued or issuable upon conversion or redemption of the Series D Preferred Shares, (ii) the Common Stock issued or issuable upon the exercise of the Warrants and (iii) any Common Stock issued or issuable with respect to the securities referred to in clauses (i) or (ii) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reincorporation. For purposes of this Agreement, any Person who holds Series D Preferred Shares or Warrants shall be deemed to be the holder of the Conversion Common Shares obtainable upon conversion of the Series D Preferred Shares or exercise of the Warrants, regardless of any restriction or limitation on the conversion of the Series D Preferred Shares or exercise of the Warrants; such Conversion Common Shares shall be deemed to be in existence, and such Person shall be entitled to exercise the rights of a holder of Conversion Common Shares hereunder. As to any particular Conversion Common Shares, such shares shall cease to be Conversion Common Shares when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (y) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (z) repurchased by the Company
Conversion Common Shares means those shares of Common Stock issued or issuable upon conversion of (i) any or all Development Loans and/or Profit-Sharing Option Loans outstanding at any time and from time to time or (ii) any and all Conversion Preferred Shares outstanding at any time and from time to time.
Conversion Common Shares means the Common Stock issued or issuable upon conversion of the Series B Preferred Shares.
Conversion Common Shares means shares of Common Stock issuable upon the conversion of the Preferred Shares. “Holder” shall mean a holder of the Company’s Preferred Shares or Conversion Common Shares, as the case may be. “Original Purchase Price” shall mean the daily dollar volume-weighted closing price per share of the Common Stock on