Interim Conversion Price definition

Interim Conversion Price means the lower of (x) the arithmetic average of the Weighted Average Price of the Common Stock for each of the ten (10) consecutive Trading Days ending on the Trading Day immediately preceding the date of the applicable Conversion Notice or Company Interim Conversion Election Notice, as applicable (all such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock during such period), and (y) any lower amount set forth in any applicable Company Interim Conversion Election Notice; provided, however, that unless consented to by the Company and the Required Holders, the Interim Conversion Price shall not be less than $1.00 (as adjusted for any stock dividend, stock split, stock combination or other similar event) prior to the six month anniversary of the Initial Issuance Date (the "Interim Conversion Price Limitation"). The Interim Conversion Price shall be set forth in a Conversion Notice or Company Interim Conversion Election Notice; provided that, without the prior written consent of the Company, each Holder shall not elect to use the Interim Conversion Price in a Conversion Notice (the restrictions set forth below in clauses (I), (II)(A), II(B) and (II)(C) of this definition shall be hereinafter referred to collectively as the "Total Interim Limitations") (I) during a Suspension Period or (II) to convert more than (A) during any twenty (20) consecutive Trading Day period, fifteen percent (15%) of the number of Preferred Shares issued to such Holder on the Initial Issuance Date, (B) during the first nine (9) months following the Initial Issuance Date or during any Calendar Quarter, thirty percent (30%) of the number of Preferred Shares issued to such Holder on the Initial Issuance Date (the "30% Interim Conversion Restriction") and (C) during any six (6) month period, thirty-five percent (35%) of the number of Preferred Shares issued to such Holder on the Initial Issuance Date at an Interim Conversion Price less than $1.25 (as adjusted for any stock dividend, stock split, stock combination or other similar event) (the Interim Conversion Price Limitation and the restriction in clause (II)(C) hereof, collectively, the "Interim Conversion Restrictions"); provided that after the occurrence of a Triggering Event and until such Triggering Event is cured, each Holder shall have the right to convert all or a portion of such Holder's P...
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Interim Conversion Price shall initially equal $1.75 (which Interim Conversion Price shall be subject to adjustment as set forth herein).
Sample 1
Interim Conversion Price means the lower of (A) the Conversion Price, (B) 92% of the Weighted Average Price of the Common Stock for each of the five (5) consecutive Trading Days ending on the Trading Day immediately preceding the date of the applicable Conversion Notice (as defined below) (as appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period) and (C) 96% of the Weighted Average Price of the Common Stock for the Trading Day immediately preceding the date of the applicable Conversion Notice; provided, however, that in no event shall the Interim Conversion Price be less than $0.5217 (as appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction) (the “Interim Conversion Floor Price”).
Sample 1

Examples of Interim Conversion Price in a sentence

  • So long as this Note is outstanding, during each Interim Conversion Period, the Holder shall convert a portion of this Note into a number of fully paid, validly issued and nonassessable shares of Common Stock equal to the Minimum Interim Amount (a “Required Interim Conversion”) by delivering one or more Conversion Notices indicating the applicable Interim Conversion Price being used.

  • To the extent the Holder elects to make any such repayment by converting all or a portion of the Interim Repayment Amount into shares of Common Stock pursuant to this Section 4(a), the number of such shares to be issued upon such conversion as of the Interim Repayment Date shall be the number determined by dividing (x) the portion of the Interim Repayment Amount to be converted into Common Stock, by (y) the Interim Conversion Price as of the Interim Repayment Date.

  • Any conversion hereunder into shares of Common Stock pursuant to the terms hereof shall constitute and be deemed a conversion of such portion of the Principal Amount of this Note for all purposes under this Note and the other Agreements (except that such conversion shall be at the Interim Conversion Price and except as otherwise provided herein).

Related to Interim Conversion Price

  • 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:

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

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

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

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

  • 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.

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

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

  • Interest Conversion Rate means the lesser of (a) the Conversion Price or (b) 90% of the lesser of (i) the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Interest Payment Date or (ii) the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the date the applicable Interest Conversion Shares are issued and delivered if such delivery is after the Interest Payment Date.

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

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

  • 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.

  • 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.

  • Alternate Conversion Price means, with respect to any Alternate Conversion that price which shall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, (ii) 70% of the lowest Closing Sale Price of the Common Stock during the twenty (20) consecutive Trading Day period ending and including the date of delivery or deemed delivery of the applicable Conversion Notice (such period, the “Alternate Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Alternate Conversion Measuring Period.

  • Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.

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

  • Daily Conversion Value means, for each of the 40 consecutive Trading Days during the relevant Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP on such Trading Day.

  • Final Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency determined by the Calculation Agent equal to the Notional Amount multiplied by:

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

  • Conversion Value means, with respect to Convertible Capital Appreciation Bonds, the Accreted Value as of the Conversion Date.