Conversion Common Stock definition
Examples of Conversion Common Stock in a sentence
The number of shares of Conversion Common Stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the Converted Loan Amount by (ii) the Conversion Price (as hereinafter defined) per share of the Conversion Common Stock, rounded to the nearest whole share.
A number of shares of authorized but --------------------- unissued Common Stock of the Company sufficient to provide for the conversion of all of the Series C Shares outstanding upon the basis herein provided ("Conversion Common Stock") shall at all times be reserved by the Company, free from preemptive rights, for such conversion.
The Company shall have no obligation to register an offering of Preferred Stock and the foregoing registration rights apply only to the registration of Common Stock issued upon conversion of Preferred Stock, Conversion Common Stock or Common Stock issued upon conversion or exercise of any other convertible securities, held by the Holder.
Notwithstanding any other provision of this Agreement, each Stockholder who would otherwise have been entitled to receive a fraction of a Parent Share (after taking into account all shares of Company Stock exchanged by such Stockholder, including shares of Company Common Stock issued upon exercise of Options and shares of Company Note Conversion Common Stock issued upon conversion of Convertible Notes) shall in lieu thereof be rounded to the nearest Parent Share.
At or within one business day immediately following the Conversion Date, any Conversion Common Stock to be delivered in connection with the applicable conversion shall be approved for listing on The NASDAQ Global Market (or any other exchange which the Common Stock may then be listed in accordance with the Indenture), subject to a notice of issuance.
The covenants set forth in this Section 3 shall terminate and be of no further force or effect immediately prior to (i) the sale of securities pursuant to a registration statement filed by the Company under the Securities Act in connection with a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange Act or (iii) no shares of Preferred Stock or Conversion Common Stock remain outstanding, whichever event shall first occur.
As of the date of this Agreement, (i) 9,303,333 shares of Company Common Stock are outstanding, (ii) 1,240,000 shares of Company Common Stock are subject to outstanding Options and (iii) no shares of Company Note Conversion Common Stock are outstanding.
For purposes of this Section 8.01, the "Conversion Price" of one share of Conversion Common Stock shall be equal to the average of the VWAP of the Ocean Rig Common Stock or the Borrower's common stock, as applicable, for the five (5) consecutive Trading Days immediately prior to the date of notice of any such conversion (or, if no sales take place on any such Trading Day, the average of the closing bid and asked prices on such Trading Day), plus a premium of 10% of such 5-day average VWAP.
On or before 8.30 am, New York Time, on the Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing this Agreement and any documents relating to the issuance of Conversion Common Stock in the form required by the Exchange Act, and attaching the material transaction documents (including, without limitation, this Agreement), as exhibits to such filing (including all attachments, the “8-K Filing”, and the description and attachments, the “8-K Materials”).
As of the date hereof, 4,389,186 shares of the Conversion Common Stock have been duly authorized and initially reserved by the Company for issuance upon conversion of the New Notes.