Optional Conversion Price definition

Optional Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as 50% of the lower of (A) the arithmetic average of the Weighted Average Prices of the Common Stock during the thirty (30) Trading Days ending on the Trading Day immediately prior to the applicable Optional Conversion/Redemption Date (each such period, an "Optional Conversion/Redemption Measuring Period") or (B) the arithmetic average of the three (3) lowest Weighted Average Prices of the Common Stock during the Optional Conversion/Redemption Measuring Period. All such determinations are to be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transaction that proportionately decreases or increases the Common Shares during the applicable such Optional Conversion/Redemption Measuring Period.

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Optional Conversion Price means a conversion price that is equal to the price per share determined by dividing $50 million by the total number of outstanding shares of Common Stock of the Maker.

Optional Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the five (5) consecutive Trading Days immediately preceding the applicable Optional Conversion/Redemption Date (each such period, an "OPTIONAL CONVERSION/REDEMPTION MEASURING PERIOD"); provided, however, that if the Weighted Average Price for the twenty (20) Trading Days before the applicable Optional/Conversion Redemption Date is above $1.00, then the Company Conversion Price shall be computed as 92.5% of the arithmetic average of the Weighted Average Price of the Common Shares during the Optional Conversion/Redemption Measuring Period. All such determinations shall be appropriately adjusted for any stock split, stock dividend, stock combination during or other similar transaction that proportionately decreases or increases the Common Stock the applicable such Optional Conversion/Redemption Measuring Period.

Examples of Optional Conversion Price in a sentence

At any time, at the Holder’s option, such Holder may convert the outstanding and unpaid Outstanding Balance of this Note into fully paid and nonassessable shares of Common Stock in accordance with this Section 3(c), at the Optional Conversion Price, subject to adjustment as provided in Section 3(f) below.
Thereafter, the Note may either be prepaid by the Company in whole or in part without penalty, fees or premium upon not less than twenty (20) business days prior written notice to the Holder (the “Prepayment Notice”) which shall set forth the date on which the Note shall be prepaid (the “Prepayment Date”), subject to the Holder’s right to convert all or any portion of this Note into Conversion Shares at the Optional Conversion Price prior to the Prepayment Date.
The number of Conversion Shares to be issued as a result of the optional conversion of the Note shall be calculated by dividing: (x) all or any portion of the outstanding and unpaid principal and interest of this Note, by (y) the Optional Conversion Price.
The Holder acknowledges that this Note is one of a series of notes of substantially identical terms and conditions (other than the Optional Conversion Price, which may differ) (collectively, the “Notes”) issued by the Borrowers to the Holder and other holders (such holders with the Holder, collectively, the “Holders”) under the terms of the Securities Purchase Agreement.
The number of Conversion Shares to be issued as a result of the optional conversion of the Loan shall be calculated by dividing: (x) all or any portion of the outstanding and unpaid principal and interest of this Loan, by (y) the Optional Conversion Price.

More Definitions of Optional Conversion Price

Optional Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as 85% of the Average Market Price ending on the Trading Day immediately prior to the Optional Conversion/Redemption Date. All such determinations shall be appropriately adjusted for any stock split, stock dividend, stock combination during or other similar transaction that proportionately decreases or increases the price of the Common Stock during the applicable period during which the Average Market Price is calculated.

Optional Conversion Price means an amount equal to the product of (i) 0.85 and (ii) the Implied Equity Value of the Corporation.

Optional Conversion Price means a price or conversion price that is equal to the price per share determined by dividing $50 million by the total number of outstanding shares of Common Stock of the Company. Holders of the Notes will enter into an Investor Rights Agreement and Lock-Up Agreement. The Investor Rights Agreement will provide for typical “drag along” and “tag along” rights and will permit the holders to participate in subsequent securities offerings, including the IPO, in a percentage amount of such securities offering equal to 100% of the percentage invested by such Holder in the Notes. For the avoidance of doubt, if a holder purchases $100,000 of Notes, such holder has the right to invest in subsequent offerings no less than $100,000 in the subsequent offerings, including the IPO. The form of Note is attached as Exhibit E hereto and is part of the Offering Documents. In addition, holders of the Notes will also enter into an Investor Rights and Lock-Up Agreement with the Company in the form of Exhibit F attached hereto which shall contain customary “tag along” and “drag along” rights. For a more detailed description of the Notes see the Term Sheet attached hereto as Exhibit A. The Notes and the shares of Common Stock or common stock of a SPAC or Pubco (“Successor Common Stock”) into which the Notes are convertible are sometimes referred to herein as the “Securities.” The above referenced IPO, SPAC acquisition or Reverse Merger is sometimes hereinafter collectively referred to as a “Liquidity Event” and the Company Common Stock or Successor Common Stock into which the Notes are convertible are sometimes collectively referred to herein as the “Conversion Shares”). The Notes and the Conversion Shares are sometimes collectively referred to herein as the “Securities.”

Optional Conversion Price means, for any Optional Conversion/Redemption Date, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as 85% of the applicable Note Average Market Price; provided, however, that following the public disclosure of an SEC Event, the Optional Conversion Price in subclause (ii) above shall be computed as the lowest of (A) 50% of the applicable Note Average Market Price, (B) 50% of the Closing Sale Price of the Common Stock on the Trading Day immediately prior to the Holder Optional Conversion/Redemption Notice Date and (C) 50% of the Closing Sale Price of the Common Stock on the Trading Day immediately prior to the Announcement Date.

Optional Conversion Price means $20.77.

Optional Conversion Price shall have the meaning set forth in the Notes.

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