Parent Convertible Notes Sample Clauses

Parent Convertible Notes. Pursuant to a supplemental indenture ------------------------ reasonably satisfactory, in form and substance, to Parent and Company and executed at the Closing, Company shall become obligated, upon conversion of any of Parent's 7% convertible notes after the Effective Time, to issue to the holder thereof a number of shares of Company Common Stock calculated (in accordance with the Exchange Ratio) to reflect the number of shares of HDD Common Stock that would have been issued to such holder if such holder had converted such note immediately before the Effective Time.
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Parent Convertible Notes. Notwithstanding anything to contrary in this Agreement, prior to the Effective Time, Parent (i) shall take all such actions as may be required in accordance with, and subject to, the terms of the Parent Convertible Notes Indenture or under applicable Law and (ii) may take any actions as may be permitted or contemplated under the terms of the Parent Convertible Notes Indenture, in each case, including the giving of any notices that may be required in connection with the Transactions and settling any repurchase or conversion of the Parent Convertible Notes occurring prior to or as a result of or in connection with the Transactions and electing any Settlement Method under, and as defined in, the Parent Convertible Notes Indenture (including, for the avoidance of doubt, by not delivering a Settlement Notice (as defined in the Parent Convertible Notes Indenture) with respect to any Conversion Date (as defined in the Parent Convertible Notes Indenture)). For the avoidance of doubt, notwithstanding anything to contrary in this Agreement, Parent may settle any conversion of Parent Convertible Notes in cash, shares of the Parent Common Stock or any combination of cash and shares of Parent Common Stock, at Parent’s election. The Company shall, to the extent reasonably requested by Parent in connection with the Transactions and the consummation thereof, assist Parent in ensuring its compliance with requirements of the Parent Convertible Notes Indenture.
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Parent Convertible Notes. Prior to or simultaneously with the initial incurrence of the Term Loan, the issuance of the Parent Convertible Notes shall be consummated.
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Parent Convertible Notes. It is the intent of the parties that the Company’s 12% Convertible Notes dated between September 15, 2007 and November 17, 2008, in the aggregate principal amount of $1,874,448.00, which have not been amended to eliminate all conversion features, be converted into the 9% Convertible Notes of Parent (“Parent Convertible Notes”) pursuant to the Representation Letters, in the form annexed hereto as Exhibit C. An aggregate of 5,753,917 shares of common stock of the Parent shall be authorized to be issued and reserved for issuance upon the conversion of the Parent Convertible Notes.
Sample 1
Parent Convertible Notes. (a) The Parties expressly acknowledge and agree that none of Parent’s obligations under the Parent Convertible Notes will be assumed or guaranteed by Purchaser, the Entities or any Affiliate thereof. Parent may, in its reasonable discretion, take actions to amend the Indenture prior to the Closing to eliminate the obligations contemplated under Article 11 of the Indenture (and, in Parent’s reasonable discretion, to delete or modify other provisions of the Indenture in a manner not adverse to Purchaser or the Entities or that would not impede or delay the Closing). Parent shall keep Purchaser informed with respect to the status of the actions taken pursuant to the foregoing.
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Parent Convertible Notes. Parent and the Company shall take all actions necessary to ensure that the Merger shall not constitute a “Fundamental Change” or “Make Whole Fundamental Change”, each as defined in the indentures governing the Parent Convertible Notes.
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Parent Convertible Notes. No Obligor shall exercise any conversion right it may have under any Parent Convertible Notes held by it after the Restructuring Effective Date or, so long as any Parent Convertible Notes contain a right to convert the liabilities thereunder into Parent Shares, otherwise assign, novate or transfer to any other party (other than another Obligor) any right it may have in respect of such Parent Convertible Notes.
Sample 1
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Related to Parent Convertible Notes

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Convertible Note 9 Section 3.8

  • Convertible Debt On or prior to the Closing Date, the Company will cause to be cancelled all convertible debt in the Company. For the period of the Effective Time, the Company will not issue any convertible debt without the express written consent of the Investor.

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume any Options or Convertible Securities (both as defined below), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number the purpose of which is to protect against dilution) at any time issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption; PROVIDED, HOWEVER, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.e hereof) of such shares would be less than the greater of the Current Market Price or the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption, as the case may be; and PROVIDED, FURTHER, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

  • 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.

  • Convertible Debentures The Definition of the term “Convertible Debentures” as used in the Master Agreement shall hereinafter include the Additional Debentures.

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