Initial Conversion Sample Clauses

Initial Conversion. At the date of this Agreement, the Best Terms include, inter alia, conversion of cash or debt into securities at the rate of $0.02 per share of common stock par value $.0001 of Magnitude (the "Common Stock") and accompanying every two shares of Common Stock is one three-year warrant to purchase one share of Common Stock at $0.05 (the "Original Conversion Terms"). At the date of this Agreement, the securities to be exchanged for the Conversion Value at the Original Conversion Terms include (i) six million two hundred fifty thousand (6,250,000) shares of Common Stock (the "Shares"), and (ii) threeyear warrants (the "Warrants") to purchase an additional three million one hundred twenty five thousand (3,125,000) shares of Common Stock (the "Warrant Shares") pursuant to the terms and conditions of this Agreement.
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Initial Conversion. Solely to the extent that the Borrower cannot borrow LIBO Loans, and instead borrows Base Rate Loans, pursuant to the initial Borrowing Notice delivered in accordance with Sections 2.1(a)(iii) and 3.2(c), the Borrower may request a conversion of the Base Rate Borrowings made under such Borrowing Notice to LIBO Borrowings (at the Daily LIBO Rate) on the first date on which the Administrative Agent indicates that such LIBO Loans become available. The Borrower shall request such conversion of Loans from one Type to the other by delivering to the Administrative Agent an irrevocable written notice in the form of Exhibit B-2, appropriately completed concurrently with such Borrowing Notice and signed by a Responsible Officer of the Borrower (a “Conversion and Continuation Notice”). Such conversion to LIBO Loans at the Daily LIBO Rate shall be in a principal amount equal to the entire amount of the Base Rate Loans made on the initial Borrowing Date.
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Initial Conversion. NOTICE OF CONVERSION TO EXCHANGE DEBT; CONVERSION DATE; DELIVERIES ON THE PRICING DATE.
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Initial Conversion. Effective upon the completion of the Initial Closing, [***] shall convert the maximum portion of the principal amount of the Initial Registered Note (but in no event in excess of ten million dollars) into shares of Common Stock, in accordance with the terms of the Initial Registered Note, that would not cause, after giving effect to such conversion, [***] together with the other Attribution Parties (as defined in the Notes) collectively to beneficially own in the aggregate in excess of the Maximum Percentage (as defined in the Notes) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. As promptly as practicable after the Closing as the beneficial ownership limitation of [***] together with the other Attribution Parties will allow, [***] shall convert additional principal amounts of the Initial Registered Note into shares of Common Stock, in accordance with the terms of the Initial Registered Note, until the total principal amount of the Initial Registered Note converted into shares of Common Stock by [***] shall equal ten million dollars (at which point the then holder of the Initial Registered Note shall have no obligation to convert the Initial Registered Note other than pursuant to the terms thereof).
Sample 1
Initial Conversion. Initial Conversion" shall mean completion of Conversion of Accounts to Investar as specified in the schedule attached hereto as Exhibit F, including any modifications to such schedule as may be agreed in writing by the parties under the terms of this Agreement.
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Initial Conversion. Initial Conversion shall be performed by SunGard At No Additional Charge to FTIS.
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Initial Conversion. (a) Simultaneously with the closing of the Offering in accordance with the terms of the Underwriting Agreement, the outstanding loans under the Credit Agreement shall automatically be converted into shares of Common Stock at the public offering price per share of Common Stock to be issued and sold in the Offering, as set forth on the cover page of the final prospectus filed by the Borrower with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 (the “Conversion Price”); provided, that to the extent the outstanding loans would convert into greater than 14,647,317 shares of Common Stock pursuant to this Section 1, only the portion of the outstanding loans that would convert into 14,647,317 shares of Common Stock shall be so converted and the remaining balance of the outstanding loans shall not be converted pursuant to this Section 1. Any shares of Common Stock into which the outstanding loans are converted pursuant to this Section shall be referred to as “Initial Conversion Shares.”
Sample 1
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Related to Initial Conversion

  • Partial Conversion In the event some but not all of the shares of Series A Preferred Stock represented by a certificate(s) surrendered by a holder are converted, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new certificate representing the number of shares of Series A Preferred Stock which were not converted.

  • Optional Conversion To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

  • Lender Optional Conversion Lender has the right beginning on April 1, 2023 until the Outstanding Balance has been paid in full, at its election, to convert (“Conversion”) all or any portion of the Outstanding Balance into fully paid and non-assessable Common Shares, par value $0.01 (the “Common Shares”), of Borrower (“Conversion Shares”) as per the following conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by the Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Conversion Notice”) may be effectively delivered to Borrower by any method set forth in the “Notices” Section of the Purchase Agreement, and all Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any Conversion to Lender in accordance with Section 7 below.

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • Mandatory Conversion Provided an Event of Default has not occurred, then, commencing after the Actual Effective Date, the Borrower will have the option by written notice to the Holder ("Notice of Mandatory Conversion") of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at the Conversion Price then in affect ("Mandatory Conversion"). The Notice of Mandatory Conversion, which notice must be given on the first day following a consecutive seven (7) day trading period during which the closing bid price for the Company's Common Stock as reported by Bloomberg, LP for the Principal Market shall be more than $3.00 each day with an average daily trading volume of 80,000 shares. The date the Notice of Mandatory Conversion is given is the "Mandatory Conversion Date." The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion, which amount may not exceed in the aggregate, for all Holders who received Notes similar in term and tenure as this Note, the dollar volume of Common Stock traded on the Principal Market during the seven (7) trading days immediately preceding the Mandatory Conversion Date. Mandatory Conversion Notices must be given proportionately to all Holders of Notes who received Notes similar in term and tenure as this Note. The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in Section 2.2 above.

  • Maximum Conversion The Holder shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock issuable in connection with the unconverted portion of the Note, and (iii) the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock of the Borrower on such Conversion Date. For the purposes of the provision 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-3 thereunder. Subject to the foregoing, the Holder shall not be limited to aggregate conversions of only 9.99% and aggregate conversion by the Holder may exceed 9.99

  • Extension and Conversion Subject to the terms of Section 5.2, the Borrower shall have the option, on any Business Day, to extend existing Loans into a subsequent permissible Interest Period or to convert Loans into Loans of another interest rate type; provided, however, that (i) except as provided in Section 3.8, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Default or Event of Default is in existence on the date of extension or conversion, (iii) Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "

  • Conversion Delays If the Company fails to deliver shares in accordance with the timeframe stated in Section 1.00(b), the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares returned to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.

  • Notice of Calculation of Conversion Consideration If Cash Settlement or Combination Settlement applies to the conversion of any Note, then the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day of the applicable Observation Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent will have any duty to make any such determination.

  • Automatic Conversion Upon the automatic conversion of all outstanding shares of the series of equity securities comprising the Exercise Shares, this Warrant shall become exercisable for that number of shares of Common Stock of the Company into which the Exercise Shares would then be convertible, so long as such shares, if this Warrant had been exercised prior to such offering, would have been converted into shares of the Company’s Common Stock pursuant to the Company’s Certificate of Incorporation. In such case, all references to “Exercise Shares” shall mean shares of the Company’s Common Stock issuable upon exercise of this Warrant, as appropriate.

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