Note Conversion Agreement definition
Examples of Note Conversion Agreement in a sentence
The provisions of this Subsection 8(a) and Subsection 8(d) below, apply to all common shares received by any Note Holder pursuant to a Note Conversion Agreement, a Preferred Stock Exchange Agreement, or a Warrant Exercise Agreement and shares of common stock into which Series J Preferred Stock is converted, which shares of Series J Preferred Stock are received pursuant to the same agreements.
Each party, on behalf of itself and its respective affiliates, agents, parents, subsidiaries, successors and assigns, hereby releases the other party and its affiliates, agents, parents, subsidiaries, successors and assigns from any and all claims, obligations and liabilities arising from or relating to the Note Conversion Agreement, which agreement and any continuing obligations thereunder are hereby terminated and of no further force and effect.
The Company and Buyer hereby agree that the Note Conversion Agreement will terminate effective as of the date of this Termination Agreement and shall be of no further force or effect.
All terms not defined herein shall have the meaning as set forth in the Note Conversion Agreement.
The authorized capital stock of Aura Sound consists of 100,000,000 shares of common stock, no par value, of which 11,505,305 shares will be issued and outstanding at the Closing after giving effect to the Share Cancellation Agreement and the Note Conversion Agreement.
The holders of at least 75% of the principal amount of the Notes shall have, effective upon the Closing, elected to convert their Amended Notes into shares of Company Common Stock pursuant to the Note Conversion Agreement and shall have executed and delivered to the Company the Note Conversion Agreement, as provided for in the Amended Notes.
Terms used herein but not defined shall have the meanings assigned thereto in the Memorandum.
The Assignee shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Assignment Agreement and the Note Conversion Agreement to be performed, satisfied or complied with by it at or prior to the Closing.
For purposes of this Bridge Note Conversion Agreement, the “Effective Date” shall mean the date on which the Company and VHS acknowledge and accept this Bridge Note Conversion Agreement as set forth on the signature page hereto.
The Warrant Holder does not hold any other securities or equity interests in the Company other than what is set forth opposite such Warrant Holder's name on Schedule B attached hereto, Schedule B to the Note Conversion Agreement, dated January 7, 2016 and Schedule B to the Preferred Stock Exchange Agreement, dated January 7, 2016, each of which is incorporated herein by reference as though fully set forth herein and made a part of this Agreement.