CONVERSION NOTICE. The undersigned holder of this Debenture hereby irrevocably converts the Debenture, or any portion of the principal amount at Maturity hereof (which is an integral multiple of US $1,000) below designated, into Common Shares of the Company in accordance with the terms of this Debenture, and directs that such shares, together with a Cheque in payment for any fractional shares and any Debentures representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If Common Shares or Debentures are to be registered in the name of a Person other than the undersigned (which other Person the undersigned acknowledges may only be an affiliate of the undersigned), the undersigned will pay all transfer taxes, if any, payable with respect thereto. Dated: ---------------------- ----------------------------------------- ----------------------------------------- Signature(s) If Common Shares or Debentures are to be registered in If only a portion of the Debenture is to be converted, the name of a Person other than the Holder, please indicate: print such Person's name and address: ------------------------------------- Principal amount to be converted: Name US$ -------------------------------- (US$1,000 denomination or ------------------------------------- integral multiple thereof) Address ------------------------------------- Taxpayer Identification Number, if any The Debenture, if surrendered for conversion (in whole or in part) other than on an Interest Payment Date, shall be entitled to, and the Company shall make, a payment of interest, calculated in the normal course, on the outstanding principal for that portion of the period during which such principal was not converted on the next succeeding Interest Payment Date. For greater certainty, the principal amount of the Debenture that is converted shall be entitled to interest up to the Conversion Date, such interest to be paid on the next succeeding Interest Payment Date, together with interest on that portion of the principal that was not converted. The Company's delivery to the Holder of the number of Common Shares (and cash in lieu of fractions thereof) into which the Debenture is convertible will be deemed to satisfy the Company's obligation to pay the principal amount of the Debenture. The Holder shall promptly deliver to the Company and the Company, in turn, to the transfer agent of the Common Shares, notification...
CONVERSION NOTICE. The notice to be given to the Administrative Agent pursuant to Section 6.1 (“Conversion Notice”) shall be irrevocable, shall be given in accordance with Section 3.10, shall be in substantially the form of Schedule F hereto and shall specify:
CONVERSION NOTICE. The undersigned Holder of this Note hereby irrevocably exercises the option to convert this Note, or any portion of the principal amount hereof (which is U.S. $100,000 or an integral multiple of U.S. $1,000 in excess thereof, provided that the unconverted portion of such principal amount is U.S. $2,000 or any integral multiple of U.S. $1,000 in excess thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that such shares, and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature(s) guaranteed by: Dated: Signature(s) If shares or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any If only a portion of the Notes is to be converted, please indicate:
CONVERSION NOTICE. (1) To convert Series A Preferred Units into Common Units pursuant to Section 5.14(b)(vi)(A), a Series A Converting Unitholder shall give written notice (a “Series A Conversion Notice,” and the date such notice is received, a “Series A Conversion Notice Date”) to the Partnership stating that such Series A Preferred Unitholder elects to so convert Series A Preferred Units pursuant to Section 5.14(b)(vi)(A) and the number of Series A Preferred Units to be converted.
CONVERSION NOTICE. To convert Series A Preferred Units into Common Units pursuant to Section 5.12(b)(viii)(A), the Series A Converting Unitholder shall give written notice (a “Series A Conversion Notice”) to the Partnership in the form of Exhibit C attached hereto stating that such Series A Unitholder elects to so convert Series A Preferred Units and shall state therein with respect to Series A Preferred Units to be converted pursuant to Section 5.12(b)(viii)(A) the following: (a) the number of Series A-1 Convertible Preferred Units and the number of Series A-2 Convertible Preferred Units to be converted, (b) the Certificate(s) evidencing the Series A Preferred Units to be converted and duly endorsed, (c) the name or names in which such Series A Unitholder wishes the Certificate or Certificates for Series A Conversion Units to be issued, and (d) such Series A Unitholder’s computation of the number of Series A Conversion Units to be received by such Series A Unitholder (or designated recipient(s)) upon the Series A Conversion Date. The date any Series A Conversion Notice is received by the Partnership shall be hereinafter be referred to as a “Series A Conversion Notice Date.”
CONVERSION NOTICE. In order to convert principal of (and, if the Holder so elects, Interest accrued on) this Note, the Holder shall send by facsimile transmission, at any time prior to 5:00 p.m., eastern time, on the Business Day on which the Holder wishes to effect such Conversion (the “Conversion Date”), a properly completed notice of conversion to the Company, in the form set forth on Annex I hereto, stating the amount of principal (and accrued Interest, if applicable) to be converted and a calculation of the number of shares of Common Stock issuable upon such Conversion (a “Conversion Notice”). The Conversion Notice shall also state the name or names (with address) in which the shares of Common Stock that are issuable on such conversion shall be issued. The Holder shall not be required to physically surrender this Note to the Company in order to effect a Conversion. The Company shall maintain a record showing, at any given time, the unpaid principal amount of this Note and the date of each Conversion or other payment of principal hereof. The Holder shall amend Annex II hereto upon any such Conversion or payment of principal to reflect the unpaid principal amount hereof. In the case of a dispute as to the number of Conversion Shares issuable upon a Conversion (including without limitation as a result of adjustments to the Fixed Conversion Price made in accordance with Section 4 below), the Company shall promptly issue to the Holder the number of Conversion Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants) within two (2) Business Days of receipt of the Holder’s Conversion Notice. The Company shall use its best efforts to cause such accountants to calculate the Fixed Conversion Price as provided herein and to notify the Company and the Holder of the results in writing no later than two (2) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations are most at variance with those of such accountant.
CONVERSION NOTICE. The Company agrees that, in addition to any other remedies which may be available to Purchaser, including, but not limited to, the remedies available under Section 10.1, in the event the Company fails for any reason (other than as a result of actions taken by a Purchaser in breach of this Agreement) to effect delivery to a Purchaser of certificates with or without restrictive legends as contemplated by Article IX representing the shares of Common Stock on or prior to the Deadline after conversion of any Convertible Note, Purchaser will be entitled, if prior to the delivery of such certificates, to revoke the Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion.
CONVERSION NOTICE. The undersigned holder of this Security hereby irrevocably exercises the option to convert this Security, or any portion of the principal amount hereof (which is an integral multiple of $5,000) below designated, into shares of Common Stock in accordance with the terms of this Security, and directs that such shares, together with a check in payment for any fractional share and any Security representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or Securities are to be registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Dated: _____________________ ___________________________ Signature If shares or Securities are to be registered in the name of a person other than the holder, please print such person’s name and address: _________________________ Name _________________________ Address _________________________ Social Security or other Taxpayer Identification Number, if any If only a portion of the Securities is to be converted, please indicate: 1.Principal amount to be converted: $___________ 2.Principal amount and denomination of Security representing unconverted principal amount to be issued: Amount: $________ Denominations: $________ (any integral multiple of $5,000)
CONVERSION NOTICE. Reference is made to the Certificate of Designations of the Series A Preferred Stock of Nxu, Inc. (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series A Preferred Stock, $0.0001 par value per share (the “Preferred Shares”), of Nxu, Inc., a Delaware corporation (the “Corporation”), indicated below into shares of Class A common stock, $0.0001 value per share (the “Common Stock”), of the Corporation, as of the date specified below. Date of Conversion: Aggregate number of Preferred Shares to be converted Aggregate Stated Value of such Preferred Shares to be converted: Aggregate accrued and unpaid Dividends with respect to such Preferred Shares and such Aggregate Dividends to be converted: AGGREGATE CONVERSION AMOUNT TO BE CONVERTED: Please confirm the following information: Conversion Price: Number of shares of Common Stock to be issued: Please issue the Common Stock into which the applicable Preferred Shares are being converted to Holder, or for its benefit, as follows: ¨ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ¨ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: Name of Registered Holder By: Name: Title: Tax ID: Facsimile: Email: EXHIBIT D Form of Promissory Note THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. PROMISSORY NOTE Principal Amount: $250,000 December 27, 2023 FOR VALUE RECEIVED, the undersigned, Lynks Motor Corporation, a Delaware corporation (together with its successors and assigns, the “Maker”), having a principal business address of 3000 Xxx Xxxxx Xx., Xxxxx 000- 000, Xxxxxx, XX 00000, hereby promises to pay to the order of Nxu, Inc., a Delaware corporation (together with its successors and assigns, the “Payee”), having a principal business address of 1000 X. Xxxxxx Rd., Suite 116, Mesa, AZ 85205, the aggregate principal sum of Two Hundred Fifty Thousand Dollars ($250,000) upon the terms and subject...
CONVERSION NOTICE. The Company agrees that, in addition to any other remedies which may be available to Purchaser, including, but not limited to, the remedies available under Section 10.1, in the event the Company fails for any reason (other than as a result of actions taken by a Purchaser in breach of this Agreement) to effect delivery to a Purchaser of certificates with or without restrictive legends as contemplated by Article IX representing the shares of Common Stock on or prior to the Deadline after conversion of any Convertible Debentures or exercise of the Warrants, Purchaser will be entitled, if prior to the delivery of such certificates, to revoke the Notice of Conversion or Notice of Exercise, as applicable, by delivering a notice to such effect to the Company whereupon the Company and Purchaser shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion or Notice of Exercise, as the case may be.
