Conversion by the Company. From the day that is twenty-four calendar months after the Date of Original Issue and at any time or from time to time thereafter prior to 4:00 p.m. (Vancouver time) on the Business Day immediately preceding the Maturity Date, if a Conversion Event shall have occurred, then the Company shall prior to the 5th Business Days following such Conversion Event have the option to convert up to the entire amount outstanding under this Convertible Note (including the accrued but unpaid interest thereon) into Common Shares at the Conversion Price. The number of Common Shares to be issued upon such a conversion shall be equal to the quotient obtained by dividing (x) the principal amount outstanding under the Convertible Note that the Company elects to convert (plus the accrued but unpaid interest thereon) by (y) the applicable Conversion Price; provided that the aggregate of all conversions by the Company under this Section 9(b) shall not result in the conversion of greater than $8,750,000 of principal amount, subject to any adjustments pursuant to Section 10.
Conversion by the Company. In the event the closing sales price of a share of Common Stock as reported on the New York Stock Exchange exceeds the Conversion Price on five (5) consecutive trading days, the Company, at its election, may convert this Note into the number of fully paid and nonassessable shares of Common Stock determined by dividing (x) the principal amount outstanding by (y) the Conversion Price. Upon such conversion and without any further action by the parties hereto, the holder hereof will not be entitled to any additional principal or interest payments hereunder. Upon receipt of written notice from the Company informing the holder of the conversion of the Note, the holder shall convert the Note in accordance with the provisions of Section 2.2 below.
Conversion by the Company. In connection with the conversion of any shares of Series B REIT Preferred Stock into shares of REIT Common Shares in accordance with the provisions of the Series B Articles Supplementary, the Partnership shall convert Series B Preferred Partnership Units into Common Partnership Units and issue such Common Partnership Units to Ashford Prime OP Limited Partner LLC. The number of Common Partnership Units into which the Series B Preferred Partnership Units are convertible shall be equal to the number of REIT Common Shares into which the Series B REIT Preferred Stock is then being converted, as set forth in the Series B Articles Supplementary. From and after the date of such conversion (as determined under the Series B Articles Supplementary), the Series B Preferred Partnership Units so converted shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series B Preferred Partnership Units shall cease.
Conversion by the Company. If the Company conducts a Forced Conversion Event (defined below) prior to the Maturity Date, then the Company may elect to convert the unpaid principal and accrued interest owing under this Note, in whole or in part, into fully-paid and non-assessable restricted shares of common stock of the Company at the Discount Conversion Price (defined below). The number of such shares of common stock that Holder shall be entitled to receive, and shall receive, upon such conversion shall be determined by dividing the amount of unpaid principal and accrued interest under this Note so being converted by the Discount Conversion Price, with interest computed as of the Forced Conversion Date (defined below). The Company’s election to convert this Note, in whole or in part, shall be irrevocable. The Company shall exercise its right of conversion by forwarding: (i) a Notice of Conversion, in the form attached hereto as Exhibit B, signed by the Chief Executive Officer of the Company, to the Holder, notifying the Holder that the Company is exercising its right to convert this Note into restricted shares of Common Stock of the Company and the effective date of conversion (“the Forced Conversion Date”), and (ii) the certificate for the number of shares due to the Holder. The Holder agrees to use its best efforts to return the original Note (or if the original Note has been lost or destroyed, to provide an affidavit certifying to such loss or destruction) to the Company within thirty (30) calendar days following receipt of the Notice of Conversion subject to Section 5(h), following the Forced Conversion Date, all Promissory Notes that were converted pursuant to this Section 5(b) shall be deemed void and of no further force or effect. For purposes of this Note, a Forced Conversion Event means either: (a) a registered initial public offering of the Company’s stock (“IPO”) or (b) a transaction resulting in gross proceeds of more than $7,500,000 to the Company (“Qualifying Transaction”). Notwithstanding anything contained herein to the contrary, if the Company completes an IPO and exercises its right to convert the Note pursuant to this Section 5(b), the Note shall convert into the same security issued pursuant to the IPO.
Conversion by the Company. (i) In the event that a VWAP Trigger has occurred, the Company is entitled to convert, at any time and from time to time beginning three (3) years after the Original Issuance Date but not within ninety (90) days after the delivery of a prior Forced Conversion Notice (as defined below), at the sole option of the Company, any or all shares of outstanding Series A Preferred Stock held by each holder into a number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to the Conversion Amount in accordance with Section 5(ii) and (iii) hereunder.
Conversion by the Company. The entire principal amount of this Note shall be converted into shares of the Company's equity securities (the "Equity Securities") issued and sold at the close of the Company's next equity financing in a single transaction or a series of related transactions yielding gross proceeds to the Company of at least $2,000,000 in the aggregate (excluding the conversion of the Notes) (the "Next Equity Financing"), provided that the Next Equity Financing closes on or before September 30, 2006. The number of shares of Equity Securities to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the entire principal amount of this Note by (ii) 0.35, rounded up to the nearest whole share.
Conversion by the Company. The Company may at its discretion convert all or part of the shares of Preferred Stock (at the conversion ratio set forth above) into shares of Common Stock if the market value of the shares of Common Stock exceeds $5.00 per share for ten (10) consecutive trading days, provided the Corporation has sufficient authorized shares of Common Stock for conversion of all the then issued and outstanding shares of Series A Preferred Stock. Market value shall be the average of the bid and asked prices (or the closing price if the stock is listed on the NASDAQ National Market System) on any given date.
Conversion by the Company. The Company shall have the right, but only with the Holder’s consent, to convert this Note, in accordance with the provisions of Section 10(c) hereof, in whole or in part, into fully paid and nonassessable shares of SWA’s common stock. The number of shares of common stock into which this Note may be converted shall be determined by dividing the aggregate amount of this Note to be converted by the Conversion Price in effect at the time of such conversion.
Conversion by the Company. The Company shall not have the ability to require the conversion of the Note. Registration The Company shall file a registration statement with the SEC not later than 30 days after the consummation of the business combination to register the issuance of the Ordinary Shares upon conversion of the Note. (Subject to administrative / procedure lead time)2 Redemption at Option of Company: The Company will have the right to redeem to redeem the Note in whole or in part for cash in US dollars at any time after the first anniversary of the date of the Note at 100%, upon written notice to the Holder of not less than 60 days.
Conversion by the Company. At any time prior to the Maturity Date, and on no more than four (4) occasions, the Company shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding principal amount under the Note and accrued but unpaid interest thereon, into shares of Common Stock, at the Per Share Conversion Price. The Company shall exercise such conversion right by delivery to the Holders of a written notice of conversion (a “Notice of Conversion by Company”), substantially in the form annexed hereto as Exhibit B. The Company agrees that it will convert this Note on a pro rata basis with its conversion on the other Series A Notes, so that the amount converted is the same percentage of the total amount converted on all Series A Notes as the indebtedness under each Series A Notes is of the total indebtedness under all Series A Notes.
