Scheduled Conversion Conditions definition

Scheduled Conversion Conditions means, with respect to any Debt Service Payment, (i) the Fair Market Value of the Common Stock on the business day immediately prior to the applicable Scheduled Payment Date is equal to or greater than the Fair Market Value of the Common Stock on the date of this Note, (ii) the Common Stock is then listed for trading on The NASDAQ Stock Market LLC or on another recognized national United States securities exchange, (iii) the resale of the shares of Common Stock issuable under this Note is then covered by an effective registration statement filed with the U.S. Securities and Exchange Commission such that the Holder shall be entitled to immediately resell all of the Common Stock payable on the Scheduled Payment Date and (iv) the Company certifies in writing to the Holder that it is not then contemplating an Allowed Delay (as defined in the Registration Rights Agreement (as defined below)).
Sample 1
Scheduled Conversion Conditions means, with respect to any Debt Service Payment, (i) the Fair Market Value of the Common Stock on the business day immediately prior to the applicable Scheduled Payment Date is equal to or greater than the Fair Market Value of the Common Stock on the date prior to the date of this Note, which the Holder and the Company agree is $0.2029 (subject to adjustment for stock splits, dividends, recapitalizations and other similar events affecting the Common Stock) (the “FMV Condition”), (ii) the Common Stock is then listed for trading on The NASDAQ Stock Market LLC or on another recognized national United States securities exchange, (iii) the resale of the shares of Common Stock issuable under this Note is then covered by an effective registration statement filed with the U.S. Securities and Exchange Commission such that the Holder shall be entitled to immediately resell all of the Common Stock payable on the Scheduled Payment Date and (iv) the Company certifies in writing to the Holder that it is not then contemplating an Allowed Delay (as defined in the Registration Rights Agreement (as defined below)).
Sample 1

Examples of Scheduled Conversion Conditions in a sentence

  • Conversion of the Notes to Ordinary Shares on this date is subject to satisfaction of the Scheduled Conversion Conditions – see Section 2.2.3.

  • If the Scheduled Conversion Conditions are not met, the Notes will not Convert on the Scheduled Conversion Date and the Scheduled Conversion Conditions will be re-tested on the next possible Scheduled Conversion Date.

  • The Maximum Conversion Number in the case of Scheduled Conversion is set by dividing the Face Value (initially $100 per Note) by 50% of the Issue Date VWAP.If the price of Ordinary Shares were to fall significantly and there were no Scheduled Conversion Conditions, the number of Ordinary Shares that you would receive might be limited by the Maximum Conversion Number.

  • If the Scheduled Conversion Conditions are not met, Notes will not Convert on the Scheduled Conversion Date and the Scheduled Conversion Conditions will be re-tested on the next possible Scheduled Conversion Date.

  • First, the L3 measurement at 2.1 GeV2 < −Q2 < 6.2 GeV2 andthe OPAL measurement at 1.8 GeV2 < −Q2 < 6.1 GeV2 are combined in a single measurement:α(6.1 GeV2) −α(1.8 GeV2) = (363 ± 52) × 10−7.

  • If the Scheduled Conversion Conditions are not met, the Notes will not Convert on the Scheduled Conversion Date and the Scheduled Conversion Conditions will be re- tested on the next possible Scheduled Conversion Date.

  • The Scheduled Conversion Date is Notes 2 TermsB.4-B.8,mandatorily23 September 2024 or the first Distribution clauses 4, 5, 9 andB.11-Convert toPayment Date after 23 September 2024 on 16.2 (definitions ofB.15Ordinary Shares?which the Scheduled Conversion Conditions “Acquisition Event”,B.22- are satisfied.

  • In order to give Holders some protection against receiving Ordinary Shares worth less than approximately $101.01 per Note, the Scheduled Conversion Conditions operate, so that where the VWAP of Ordinary Shares has fallen to or isless than the specified percentage of the Issue Date VWAP (see Section 2.2.3), Scheduled Conversion is deferred.

  • The Scheduled Conversion Conditions are deemed to apply to Conversion on the Deferred Conversion Date except that in the case of a Tax Event or Regulatory Event, the Second Scheduled Conversion Condition will apply is if it referred to 20.20% of the IssueDate VWAP.

  • In order to give Holders some protection against receiving Ordinary Shares worth less than approximately$101.01 per Note, the Scheduled Conversion Conditions have been included, so that where the VWAP of Ordinary Shares has fallen to less than the specified percentage of the Issue Date VWAP, Scheduled Conversion is deferred.

Related to Scheduled Conversion Conditions

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

  • 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.

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

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

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

  • 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.

  • 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.

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

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

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

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

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

  • Extension Conditions Defined in Section 3.06(a).

  • 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 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.

  • Major conversion means a conversion of an existing ship:

  • 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.

  • Term Loan Conversion Date means the Termination Date on which all Revolving Credit Advances outstanding on such date are converted into a term loan pursuant to Section 2.06.

  • 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).

  • 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.

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

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

  • 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.

  • Offer Conditions has the meaning set forth in Section 1.01(b).

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

  • 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.