Eligible Conversion Shares definition

Eligible Conversion Shares means all Conversion Shares in respect of which a valid Opt-Out Notice has not been received in prior to the third Business Day preceding the commencement of the Conversion Shares Offer.
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Eligible Conversion Shares with respect to a Holder shall mean (i) during the Quarterly Conversion Period, that number of shares of Convertible Preferred Stock equal to 25% of the total number of shares of Convertible Preferred Stock initially issued to such Holder; and (ii) following the Quarterly Conversion Period, that number of outstanding shares of Convertible Preferred Stock held by such Holder on the applicable Conversion Date.
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Eligible Conversion Shares means all Conversion Shares in respect of which a valid Opt-Out Notice has not been received in accordance with Condition 6(g);
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Examples of Eligible Conversion Shares in a sentence

  • The Issuer may not purchase any Eligible Conversion Shares for its own account pursuant to a Conversion Shares Offer.

  • The “Late Clearing Adjustment Amount” is the amount equal to the number of applicable Conversion Shares multiplied by the excess, if any, of (1) the Trading Price of the Common Stock on the Conversion Date, over (2) the Trading Price of the Common Stock on the date the certificated DWAC Eligible Conversion Shares are electronically cleared for trading in the Holder’s brokerage account.

  • For so long as any shares of Convertible Preferred Stock are outstanding, holders of Convertible Preferred Stock may elect to convert, on any Conversion Date, all or any portion of their respective Eligible Conversion Shares into fully paid and nonassessable shares of Common Stock, subject to the terms and provisions of this Section 5.

  • Furthermore, if the Issuer elects that a Conversion Shares Offer be made in circumstances where the cash component (if any) of the Conversion Shares Offer Consideration in respect of a Note would otherwise exceed the product of (a) the principal amount of such Note and (b) the proportion (expressed as a percentage) of the Eligible Conversion Shares sold in the Conversion Shares Offer (such excess, the “Excess Amount”), the Excess Amount shall not form part of the Conversion Shares Offer Consideration.

  • The purchasers of Eligible Conversion Shares sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (other than the taxes and foreign exchange transaction costs referred to in Condition 6.17 ( Taxes and Duties) and in the definition of Conversion Shares Offer Consideration), including the fees of the Conversion Shares Offer Agent, if any.

  • If an Opt-Out Notice in respect of a Note is received by the Conversion Shares Depositary prior to the fifth (5th) Business Day preceding the commencement of the Conversion Shares Offer, the Conversion Shares attributable to that Note (rounded down, if necessary, to the nearest whole number of Conversion Shares) shall not constitute Eligible Conversion Shares.

  • If any Eligible Conversion Shares are sold in the Conversion Shares Offer and the cash component (if any) of the Conversion Shares Offer Consideration in respect of a Note would otherwise exceed the product of (a) the principal amount of such Note and (b) the proportion (expressed as a percentage) of the Conversion Shares sold in the Conversion Shares Offer (such excess, the "Excess Amount"), the Excess Amount shall not form part of the Conversion Shares Offer Consideration.

  • Since R2 has a finite upper bound for its injectivity radius, the limit set of G2 is the whole circle and hence G2 is a Fuchsian group for which δ < dim(Λ) .The example in Theorem 1.2 is obtained by modifying R2 in order to makeδ = 1 .

  • Such purchase shall not be effected unless all of the Eligible Conversion Shares can be sold via the Conversion Shares Offer.

  • Certain words and phrases are defined when first used in later paragraphs of this Agreement.

Related to Eligible Conversion Shares

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

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Applicable Conversion Price means the Conversion Price in effect at any given time.

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Variable Conversion Price means the lesser of (i) the Conversion Price or (ii) 25% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Market, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded, provided, however, that at no time, notwithstanding the occurrence of an Event of Default, may the Conversion Price be less than par value of Common Stock.

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Applicable Conversion Rate means the Conversion Rate in effect at any given time.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Registrable Common Stock means (i) any shares of Common Stock issued as Stock Consideration, (ii) any other security into or for which the Common Stock referred to in clause (i) has been converted, substituted or exchanged, and any security issued or issuable with respect thereto upon any stock dividend or stock split or in connection with a combination of shares, reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.

  • Exempted Securities means:

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of the Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

  • Non-Election Shares shall have the meaning set forth in Section 3.2.1.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Note Shares means the shares of Common Stock issuable upon conversion of the Notes.

  • Warrant Stock means Common Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to any Warrant or Warrants.

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Common Shares means the common shares in the capital of the Corporation;

  • Company Convertible Securities means, collectively, any options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.