Forced Conversion Conditions definition

Forced Conversion Conditions means, with respect to any particular Trading Day, both (a) the Closing Sale Price of the Borrower’s Common Stock is at or above 140% of the Conversion Price then in effect on the immediately preceding Trading Day; and (b) the Lender would be able to sell shares issuable upon exchange of a Note under Rule 144 under the Securities Act (without volume or manner-of-sale restrictions) and/or an effective registration statement without restriction.
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Forced Conversion Conditions means all of the following:
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Forced Conversion Conditions means (a) no Payment Default is then continuing; (b) the resale of all Common Units to be delivered upon conversion of the Class A Preferred Units shall be registered under the Securities Act, pursuant to an effective registration statement that is then available for the resale of such Common Units; (c) all Common Units to be delivered upon conversion of the Class A Preferred Units have been authorized for listing or quotation or admitted to trading, as applicable, on the New York Stock Exchange or such other National Securities Exchange on which the Common Units are then listed, quoted or admitted to trading, (d) the average daily trading volume of the Common Units on the National Securities Exchange upon which such Common Units are then listed, quoted or admitted to trading was at least 50,000 Common Units (subject to appropriate adjustment in accordance with Section 5.12(d)(x)) for 20-trading days over the 30-trading day period ending on the close of trading on the trading day immediately prior to the date of the Class A Conversion Notice; and (e) the VWAP Price for the 15-trading day period ending on the close of trading on the trading day immediately prior to the date of the Class A Conversion Notice is equal to or greater than 120% of the Class A Conversion Price (with the conditions set forth in clauses (d) and (e) being referred to herein as the “Class A Conversion Notice Conditions”).
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Examples of Forced Conversion Conditions in a sentence

  • If the Forced Conversion Conditions have been satisfied, the Company may exercise its right to require a Forced Conversion by delivering a written notice thereof by facsimile or overnight courier to all, but not less than all, of the holders of Debentures (the “Forced Conversion Notice” and the date all of the holders of Debentures received such notice is referred to as the “Forced Conversion Notice Date”).

  • No such conversion will occur on any Trading Day on which Forced Conversion Conditions are not satisfied.

  • In addition, if all of the Forced Conversion Conditions are met, the Corporation shall have the right, upon written notice delivered to each Holder (the “Forced Conversion Notice”), to cause all of the Holders to convert all (but not less than all) of their Preferred Shares into Conversion Shares.

  • The mandatory conversion provisions of this paragraph 6.3 will continue to apply only upon each successive Trading Day after the Mandatory Exchange Date upon which the Forced Conversion Conditions are satisfied until all of the principal and interest that can be required to be exchanged for Common Stock pursuant to this paragraph 6.3 has been exchanged for Common Stock pursuant to this paragraph 6.3.

  • If any of the Additional Forced Conversion Conditions is not satisfied at any time following the delivery of a Forced Conversion Notice and prior to the Share Issuance Date in respect of Forced Conversion, the Company shall immediately notify the Holder of such failure and, unless the Holder waives such Additional Forced Conversion Condition by written notice to the Company, the Forced Conversion Notice shall be voided and the Forced Conversion shall not be effected.

  • To effect a Forced Conversion, the Company shall send a written notice via electronic mail to the Holder (a “ Forced Conversion Notice”) at any time between 4:00 p.m. and 5:00 p.m., New York City time on the Trading Day on which both (A) either the One Year Pricing Forced Conversion Condition or the Three Year Pricing Forced Conversion Condition is satisfied and (B) the Additional Forced Conversion Conditions are satisfied.

  • Notwithstanding anything herein to the contrary, if any of the Forced Conversion Conditions shall cease to be satisfied or in effect during the period between the date of the delivery of the Forced Conversion Notice and the Forced Conversion Date, then the Holder may elect, by written notice to the Company given at any time after any such conditions shall cease to be in effect, to invalidate ab initio such conversion.

  • Subject to the conditions set forth in this Section 5(c) and Section 5(d), at any time and from time to time after the Effective Date, the Company shall have the option to require that up to the Holder Pro Rata Amount of the Mandatory Convertible Amount be converted at the Revised Conversion Price provided that the Forced Conversion Conditions are satisfied or waived in writing by the Holder as of the Forced Conversion Notice Date.

  • If any of the Forced Conversion Conditions is not satisfied at any time following the delivery of a Forced Conversion Notice and prior to the Share Issuance Date in respect of Forced Conversion, the Borrower shall immediately notify the Lender of such failure and, unless the Lender waives such Forced Conversion Condition by written notice to the Borrower, the Forced Conversion Notice shall be voided and the Forced Conversion shall not be effected.

  • Provided that the Forced Conversion Conditions (as defined herein) have not been met, on each three-month anniversary of the issuance of Series B Preferred Shares, the Company shall pay to the holder of such Series B Preferred Shares then outstanding a dividend equal to two percent (2%) of the Liquidation Value (as defined below) (such amount, the “Dividend Value”).


More Definitions of Forced Conversion Conditions

Forced Conversion Conditions means, for any applicable date of determination, (a) there has been no Equity Conditions Failure, (b) the Closing Price on the Forced Conversion Date is greater than either (i) if the Closing Price on such date is $1.00 or greater, 109% of the Revised Conversion Price or (ii) if the Closing Price on such date is less than $1.00, 115% of the Revised Conversion Price and (c) less than $2 million of the Series C Preferred Stock of the Company remains outstanding.
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Forced Conversion Conditions means, at any time of determination with respect to any issuance of Common Stock pursuant to this Agreement or the Notes, the Forced Conversion Conditions as defined in the Notes.
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Forced Conversion Conditions means, as of any date of determination, (A) the Common Stock is listed or quoted on a Principal Market (B) no Default or Event of Default has occurred and is continuing under the Note Agreement or the Loan Agreement, (C) the conversion is in compliance with the Note Agreement (including, without limitation, with respect to the Exchange Cap), (D) either (x) all shares of Common Stock issued pursuant to such Forced Conversion will be eligible for resale, by a person that is not an Affiliate of Issuer, without registration under any applicable federal or state securities laws; or (y) a shelf registration statement registering the resale of such shares of Common Stock is effective under the Securities Act and available for use by the persons to whom such shares are to be issued, and Issuer expects such shelf registration statement to remain effective and so available for use from the date of the issuance of such shares through the date that is thirty (30) calendar days following such issuance, (E) the Daily VWAP on the date of the Forced Conversion Notice (or, in connection with a Cash Prepayment as contemplated by Section 2.4(a)(ii) of the Note Agreement, the Daily VWAP as calculated pursuant to and during the applicable periods contemplated by, the third sentence of Section 2.4(a)(ii) of the Note Agreement) shall be equal to or greater than the Fixed Conversion Price and (F) Issuer’s transfer agent is participating in DTC’s Fast Automated Securities Transfer Program.
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Forced Conversion Conditions means, with respect to any particular Trading Day, both (a) the Closing Sale Price of the Borrower’s Common Stock is at or above 140% of the Conversion Price then in effect on the immediately preceding Trading Day; and (b) the Lender would be able to sell shares issuable upon exchange of a Note under Rule 144 under the Securities Act (without volume or manner-of-sale restrictions) and/or an
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Forced Conversion Conditions has the meaning set forth in the Certificate of Designation.
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Forced Conversion Conditions means (i) the Closing Sale Price of the Common Stock on a Principal Market is at or above 150% of the Conversion Price on the Trading Day immediately preceding and at or above 150% of the Conversion Price for at least 20 Trading Days within the period of 30 consecutive Trading Days immediately preceding the date the Company gives notice of conversion or redemption, as applicable, (ii) a Registration Statement under the Securities Act, covering the underlying shares of Common Stock issuable upon the conversion of the Preferred Stock has been declared effective by the SEC (unless such shares of Common Stock are freely tradable under Rule 144(b)(1)) and no stop order has been issued with respect thereto; and (iii) the Common Stock is listed/quoted on one of the Principal Markets.
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Related to Forced Conversion Conditions

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

  • Forced Conversion Date shall have the meaning set forth in Section 6(d).

  • Forced Conversion Notice shall have the meaning set forth in Section 6(d).

  • Forced Conversion Notice Date shall have the meaning set forth in Section 6(d).

  • Forced Conversion Amount means the sum of (i) 100% of the aggregate Stated Value then outstanding, (ii) accrued but unpaid dividends and (iii) all liquidated damages and other amounts due in respect of the Series B Preferred Stock.

  • Equity Conditions means, during the period in question, (a) the Corporation shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Corporation shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Preferred Stock, (c)(i) there is an effective registration statement pursuant to which either (A) the Corporation may issue Conversion Shares or (B) the Holders are permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Corporation believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares may be issued to the Holder pursuant to Section 3(a)(9) of the Securities Act and immediately resold without restriction, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Corporation believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) the issuance of the shares in question to the applicable Holder would not violate the limitations set forth in Section 6(d) herein and (g) the applicable Holder is not in possession of any information provided by the Corporation, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information.

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than the sum of 150% of the outstanding Secured Obligations plus the Qualified Cash A/P Amount.

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Mandatory Conversion Notice has the meaning ascribed thereto in Section 4.5(a);

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

  • Equity Conditions Failure means that on any applicable date the Equity Conditions have not been satisfied (or waived in writing by the Holder).

  • Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.

  • Equity Conditions Measuring Period means each day during the period beginning twenty (20) Trading Days prior to the applicable date of determination and ending on and including the applicable date of determination.

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

  • Major conversion means a conversion of an existing ship:

  • Conversion condominium means a condominium containing structures which before the recording of the declaration, were wholly or partially occupied by persons other than those who have contracted for the purchase of condominium units and those who occupy with the consent of such purchasers.

  • Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • 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.

  • Automatic Conversion Date has the meaning set forth in Section 7(c).

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

  • Continuation/Conversion Notice means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto.

  • Extension Conditions Defined in Section 3.06(a).

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

  • Continuation/Conversion Date means the date on which a Loan is converted into or continued as a LIBOR Rate Loan.