Voluntary Conversion Price definition

Voluntary Conversion Price means and shall be equal to $1.92 per share, subject to adjustments as prescribed by Section 7(d) hereof.

Voluntary Conversion Price means the quotient of (i) the Valuation Cap divided by (ii) the number of outstanding shares of Common Stock immediately prior to the Qualified Financing or Qualified Event, as applicable, if any, assuming conversion of all outstanding securities convertible into shares of Common Stock and exercise of all outstanding options and warrants to purchase shares of Common Stock or other securities convertible into shares of Common Stock, but excluding, for this purpose, (i) the conversion of any Notes (whether or not such Notes have actually been converted), (ii) the exercise of any Warrants (whether or not such Notes have actually been converted), (iii) the exercise of any warrants issued to the Placement Agent (as defined in the Subscription Agreement) or any other placement agent or underwriter in connection with securities offered pursuant to the Subscription Booklet or in the Qualified Financing or the Qualified Event, as applicable), (iv) any securities issued in connection with the Qualified Financing or the Qualified Event, as applicable, and (v) any securities issued pursuant to the Company’s existing or future equity incentive plans or any equity incentive plan to be adopted in connection with the offering of the Notes or the Qualified Financing or the Qualified Event, as applicable, as the case may be.

Voluntary Conversion Price means the Initial Liquidation Amount, subject to any adjustments made in accordance with Section 25.4(7).

Examples of Voluntary Conversion Price in a sentence

• During any failure to deliver shares, and for avoidance of doubt, the Note shall be deemed issued and duly held by the Holder and Holder shall be entitled to seek any enforcement or collection remedy on this Note as permitted by law, interest shall continue to accrue and the Voluntary Conversion Price shall continue to be adjustable downward provided in this Section 2.

• The number of Shares the Company issues upon such conversion will equal the quotient (rounded down to the nearest whole share) obtained by dividing (x) the amount of principal and unpaid accrued interest, if any, under this Note being converted by (y) the Voluntary Conversion Price.

• Instead of any fractional shares that would otherwise be issuable upon conversion of this Note, the Company shall pay a cash adjustment in respect of such fractional share in an amount equal to the same fraction of the Voluntary Conversion Price or Mandatory Conversion Price then in effect.

• The Company will not take any action which results in any adjustment of the Voluntary Conversion Price if the total number of shares of Common Stock issued and issuable after such action upon conversion of the Series A Preferred would exceed the total number of shares of Common Stock then authorized by the Articles.

• If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Voluntary Conversion Price in effect immediately prior to such subdivision will be proportionately reduced.

More Definitions of Voluntary Conversion Price

Voluntary Conversion Price the quotient obtained by dividing (i) the Voluntary Pre- Money Valuation by (ii) the number of the Company’s Fully Diluted Shares.

Voluntary Conversion Price means the lowest of (i) the Fixed Conversion Price, (ii) the Lowest Fixed Conversion Price, if any, or (iii) during the pendency of an Event of Default (as defined in the Debentures), the Prepayment Conversion Price.

Voluntary Conversion Price means the initial Voluntary Conversion Price as adjusted from time to time pursuant to Section 6. "Change of Control" means the occurrence of a transaction, whether in a single transaction or series of related transactions, pursuant to which a person or group of related persons (A) acquires, whether by merger, stock purchase, recapitalization, redemption, issuance of capital stock or otherwise, more than fifty percent of the shares of Common Stock outstanding on a "fully diluted basis", or (B) acquires assets constituting all or substantially all of the assets of the Corporation and its subsidiaries. "Fully diluted basis" means, as of any date of determination, the number of shares of Common Stock outstanding plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion or exchange of all then-outstanding rights, warrants, options, convertible securities, or exchangeable securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into, directly or indirectly, Common Stock or securities exercisable for or convertible or exchangeable into Common Stock. "Conversion Stock" means shares of the Corporation's Common Stock, par value $.01 per share; provided, that if there is a change such that the securities issuable upon conversion of the Series A-1 are issued by an entity other than the Corporation or there is a change in the type or class of securities so issuable, then the term "Conversion Stock" shall mean one share of the security issuable upon conversion of the Series A-1 if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.

Voluntary Conversion Price means the conversion prior to maturity into the same securities or the same terms as the subsequent capital raised in connection with a public offering of the Company’s securities. The conversion price shall be calculated as ninety percent (90%) of the average closing price the ten (10) days prior to conversion, unless the Company has an offering pending. If there is an offering pending, the conversion price would be the same price as the offering.

Voluntary Conversion Price means and shall be equal to $0.60, subject to adjustments as prescribed by Section 7(d) hereof.

Voluntary Conversion Price means $0.20 per share, as otherwise subject to adjustment from time to time pursuant to the provisions of this Note.

Voluntary Conversion Price means and shall be equal to $0.25 per share, subject to