Conversion Default. PAYMENTS") for a Conversion Default in the amount of (x) the SUM OF (1) the then outstanding principal amount of this Note PLUS (2) accrued and unpaid interest on the unpaid principal amount of this Note through the Authorization Date (as defined below) PLUS (3) Default Interest, if any, on the amounts referred to in clauses (1) and/or (2), MULTIPLIED BY (y) .24, MULTIPLIED BY (z) (N/365), where N = the number of days from the day the holder submits a Notice of Conversion giving rise to a Conversion Default (the "CONVERSION DEFAULT DATE") to the date (the "AUTHORIZATION DATE") that the Borrower authorizes a sufficient number of shares of Common Stock to effect conversion of the full outstanding principal balance of this Note. The Borrower shall use its best efforts to authorize a sufficient number of shares of Common Stock as soon as practicable following the earlier of (i) such time that the Holder notifies the Borrower or that the Borrower otherwise becomes aware that there are or likely will be insufficient authorized and unissued shares to allow full conversion thereof and (ii) a
Conversion Default. (i) following the submission by a Holder of a Notice of Conversion, the Corporation fails for any reason (except for the reasons contemplated in Article III.D.) to deliver, in accordance with the delivery instructions contained in the Notice of Conversion, on or prior to the fifth trading day following the expiration of the Delivery Period for such conversion, such number of shares of Common Stock to which such Holder is entitled upon such conversion or (ii) the Corporation provides notice (or otherwise indicates) to any Holder at any time of its intention not to issue shares of Common Stock upon exercise by any Holder of its conversion rights in accordance with the terms of the Notes, or (iii) the Corporation is prohibited, at any time, from issuing shares of Common Stock upon conversion of the Notes to any Holder because (a) the Corporation does not have available a sufficient number of authorized and unissued shares of Common Stock or (b) if after the Shareholder Approval Date, such issuance would exceed the Cap Amount, if applicable. In the case of a Conversion Default described in clauses (i) or (ii) above, the Corporation shall pay to such Holder an amount equal to (A) the outstanding principal amount of the Notes to be converted by such Holder multiplied by (B) .18 multiplied by (C) a fraction, the numerator of which is the number of days after such Conversion Default until the Default Cure Date and the denominator of which is 365. In the event the Holder elects to take such payment in cash, cash payment shall be made to the Holder within five days following any demand for payment by the Holder. In addition, upon the occurrence of a Conversion Default and until the Default Cure Date, the Holder shall be entitled to the remedies set forth in Article VI; provided, however, that the Holder shall not be entitled to exercise the remedies set forth in Article VI hereof for a Conversion Default of the type enumerated in Article V(A)(i) hereof until the tenth trading day after the date that such Conversion Default remains uncured.
Conversion Default shall have the meaning set forth in Paragraph 10(b).
Examples of Conversion Default in a sentence
In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s failure to convert this Note.
The Borrower shall use its best efforts to authorize a sufficient number of shares of Common Stock as soon as practicable following the earlier of (i) such time that the Holder notifies the Borrower or that the Borrower otherwise becomes aware that there are or likely will be insufficient authorized and unissued shares to allow full conversion thereof and (ii) a Conversion Default.
The Borrower shall send notice to the Holder of the authorization of additional shares of Common Stock, the Authorization Date and the amount of Holder’s accrued Conversion Default Payments.
The Holder’s election shall be made in writing to the Borrower at any time prior to 6:00 p.m., New York, New York time, on the third day of the month following the month in which Conversion Default payments have accrued.
The accrued Conversion Default Payments for each calendar month shall be paid in cash to the Holder by the fifth day of the month following the month in which it has accrued.
More Definitions of Conversion Default
Conversion Default means (i) following the submission by a holder of shares of Series C Preferred Stock of a Notice of Conversion, the Company fails for any reason (other than because of an event described in clause (iii) below) to deliver, on or prior to the tenth (10th) business day following the expiration of the Delivery Period (as defined below) for such conversion, such number of shares of the Common Stock without a restrictive legend (other than a prospectus delivery requirement legend) covered by an effective registration statement to which such holder is entitled upon such conversion including shares issuable in payment of the redemption of Premium on the Series C Preferred Stock, (ii) the Company provides notice to any holder of Series C Preferred Stock at any time of its intention not to issue freely tradeable shares of the Common Stock upon exercise by any holder of its conversion rights in accordance with the terms of this Certificate of Designation (other than because of an event described in clause (iii) below), or (iii) the Company is prohibited, at any time, from listing shares of the Common Stock or from issuing shares of the Common Stock upon conversion of Series C Preferred Stock (including shares issuable upon redemption of Premium) to any holder because the Company (A) does not at the date of such conversion have available a sufficient number of authorized and reserved shares of the Common Stock or (B) such listing or issuance would exceed the then unissued portion of such holder's Cap Amount (as defined below); provided that so long as a conversion dispute is being resolved as provided in Article IV.B(v), no Conversion Default shall occur.
Conversion Default means any of the following:
Conversion Default has the meaning set forth in Section 3(e) of this Note.
Conversion Default means any event of default under the Bridge Loan Agreement, any payment default under the Credit Facility or any other material indebtedness, any bankruptcy default (as defined) or any material default under the Engagement Letter or the Fee Letter.
Conversion Default means each of the events set forth in clauses (ii), (iii), (iv), (vi) and (x) of the immediately preceding paragraph. In case an event of default shall occur and be continuing, the holders of more than 50% in aggregate principal amount of the Bridge Loans then outstanding, by notice in writing to the Borrower, may declare the principal of and all accrued interest on the Bridge Loans to be immediately due and payable; provided, however, that no such notice shall be necessary in the case of an event of default described in clause (vi) of the immediately preceding paragraph. An acceleration notice may be annulled and past defaults (except for payment defaults not yet cured) may be waived by the holders of a majority in aggregate principal amount of Bridge Loans then outstanding.
Conversion Default means any material default under the Bridge Loan Agreement, any payment default under the Credit Facility (the "CREDIT FACILITY") of Falcon Cable Communications LLC, a wholly owned subsidiary of Falcon, or any other material indebtedness, a bankruptcy default (as defined) or any default under the Engagement Letter or the Fee Letter.
Conversion Default means a payment or bankruptcy event of default under the Bridge Loan Documents.