Conversion Amount. The Conversion Amount shall be converted pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, into free trading shares at the Conversion Price.
Conversion Amount. Loan shall be converted pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, into free-trading shares at the Conversion Price.
Conversion Amount. Conversion Price: Shares to be Delivered: Xxxxxx delivered in name of: VISTA CAPITAL INVESTMENTS, LLC Signature: By: Title: Vista Capital Investments, LLC EXHIBIT B TRUE-UP NOTICE [Company Contact, Position] ProGreen US, Inc. [Company Address] [Contact Email Address} The undersigned hereby gives notice to ProGreen US, Inc., a ______ corporation (the “Company”), pursuant to that certain Note dated _______ ___, 20__ by and between the Company and the Holder (the “Note”), that the Holder elects to: ___ Receive fully paid and non-assessable True-Up Shares pursuant to Section 3(b)(v) of the Note (such Additional Origination Shares shall be calculated as set forth below), or ___ Add to the Outstanding Balance a dollar amount equal to the True-Up Amount (such True-Up Amount shall be calculated as set forth below). The number of True-Up Shares Holder is entitled to receive is calculated as follows: Conversion Amount ($___) / ___% of the lowest trade occurring during the _________ (__) consecutive Trading Days immediately preceding the applicable Conversion Date ($_.__) - Conversion Amount ($___) divided by the Par Value ($_.__) = ____________ True-Up Shares The amount of True-Up Balance to be added to the Outstanding Balance is calculated as follows: Number of True-Up Shares (_____) * high trade price on the Conversion Date ($_.__)= ____________ True-Up Balance Xxxxxx delivered in name of: VISTA CAPITAL INVESTMENTS, LLC Signature: By: Title: Vista Capital Investments, LLC
Conversion Amount. Subject to the provisions of Paragraph 5 at any time, the Holder shall be entitled to convert all or any portion of the Conversion Amount (as defined below) into fully paid and non-assessable Conversion Shares in accordance with this Paragraph 5. The number of Conversion Shares issuable upon conversion of any Conversion Amount pursuant to this Paragraph 5 shall be determined by dividing (x) the then unpaid Principal Amount, and accrued interest thereon, of the outstanding indebtedness by (y) the Conversion Price Per Share as in effect on the date the notice of conversion is given. The Obligor shall not issue any fraction of a Conversion Share upon any such conversion. If the issuance would result in the issuance of a fraction of a Conversion Share, the Obligor shall round such fraction of a Conversion Share up to the nearest whole share. The Obligor shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Conversion Shares upon conversion of any Conversion Amount.
Conversion Amount. Conversion Price: Shares to be Delivered: Xxxxxx delivered in name of: VISTA CAPITAL INVESTMENTS, LLC Signature: By: Title: Vista Capital Investments, LLC
Conversion Amount. Conversion Price The Conversion Rate shall be subject to adjustment in connection with a Major Transaction Conversion (as defined below) in accordance with and subject to the provisions of Section 3 hereof.
Conversion Amount. Conversion Price No fractional shares of Common Stock are to be issued upon the conversion of any Preferred Share, but rather the number of shares of Common Stock to be issued shall be rounded to the nearest whole number.
Conversion Amount. Conversion Price: Shares to be Delivered: Xxxxxx delivered in name of: Black Mountain Equities, Inc. Signature: By: Title: Black Mountain Equities, Inc. EXHIBIT B WARRANT
Conversion Amount. Loan shall be converted pursuant to Rule 504(b) of regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, into un-legend shares at the Conversion Price.
Conversion Amount. Subject to Article II.A(2) below, Holder may, at its option at any time and from time to time, upon surrender of this Note, convert all or any portion of this Note into Common Stock as set forth below (an "OPTIONAL CONVERSION"). This Note shall be convertible into such number of fully paid and nonassessable shares of Common Stock as such Common Stock exists on the Issue Date, or any other shares of capital stock or other securities of the Corporation into which such Common Stock is thereafter changed or reclassified, as is determined by dividing (a) the Conversion Amount (as defined below) by (b) the Conversion Price (as defined in Article II.B below); provided, however, that in no event (other than pursuant to the Automatic Conversion (as defined in Article IV)) shall Holder be entitled to convert this Note to the extent that the sum of (x) the number of shares of Common Stock beneficially owned by Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note, the unexercised Warrants or the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (y) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Holder and Holder's affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (x) of such proviso. "CONVERSION AMOUNT" means the portion of the principal amount of this Note being converted, plus all accrued and unpaid interest thereon for the period beginning on the Issue Date and ending on the Conversion Date (as defined in Article II(B)(1)), plus any Conversion Default Payments (as defined in Article II.F) and Delivery Default Payments (as defined in Article II.D(3)) payable with respect thereto, together with any other amounts owed to Holder pursuant to Section 2(c) of the Registration Rights Agreement.
