Major Transaction Conversion definition

Major Transaction Conversion has the meaning set forth in the Notes. “Major Transaction Redemption” has the meaning set forth in the Notes. “Make Whole Amount” means, on any date of prepayment, payment, redemption (including any Major Transaction Redemption, Optional Redemption, acceleration of the Loans following the occurrence of an Event of Default, an exercise of any Secured Party’s rights or remedies available under the Facility documents, upon the consummation of a Change of Control, by an optional payment or termination or otherwise) or repayment of all or any portion of the Loans, an amount in cash equal to (a) solely to the extent such prepayment, payment, redemption or repayment is being made in connection with (i) an exercise of remedies by Agent, the Lenders, the Secured Parties or their representatives or their agents in connection with a foreclosure proceeding against any of the Loan Parties or the Collateral or (ii) a Proceeding under Debtor Relief Laws, in each case of clauses (a)(i) and (a)(ii), the present value, as determined by Agent and all Lenders in their sole discretion (which shall be conclusive absent manifest error), of all required interest payments, fees, charges and premiums due on the Loans that are prepaid, paid, redeemed (including pursuant to a Major Transaction Redemption or Optional Redemption) or repaid from the date of prepayment, payment, redemption or repayment (as applicable) through and including the Maturity Date (assuming that the interest rate applicable to all such interest is the applicable Interest Rate for such Loans), discounted to the date of prepayment, payment, redemption or repayment or on a quarterly basis (assuming a 360-day year and actual days elapsed) at a rate equal to the then applicable Treasury Yield, or (b) with respect to any other prepayment, payment, redemption or repayment that is made for a situation or scenario not covered by clause (a) above, all required interest payments, fees, charges and premiums due on the Loans that are prepaid, paid, redeemed or repaid from the date of prepayment, payment, redemption or repayment as applicable) through and including the Maturity Date (assuming that the interest rate applicable to all such interest is the applicable Interest Rate for such Loans), and for the avoidance of doubt, without any discount rate applying thereto (but assuming a 360-day year and actual days elapsed). “Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Rese...
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Major Transaction Conversion has the meaning set forth in Section 15.01.
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Major Transaction Conversion has the meaning set forth in the Convertible Notes.
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Examples of Major Transaction Conversion in a sentence

  • At any time during the Major Transaction Conversion Period, the Holder may elect to effect a Major Transaction Conversion by delivering written notice thereof (“Major Transaction Conversion Notice”) to the Company, which Major Transaction Conversion Notice shall indicate the portion of the Note (the “Major Transaction Conversion Amount”), calculated with reference to the principal amount outstanding that the Holder is electing to treat as a Major Transaction Conversion.

  • Any Major Transaction Company Shares issuable in respect of a Company Share Major Transaction shall be issued to the Holder within three (3) Trading Days following the date of each Major Transaction Conversion Notice.

  • Holder’s delivery of a notice voiding an election of a Successor Major Transaction Conversion, Cashless Major Exercise, Cashless Default Exercise or Exercise, as the case may be, and exercise of its rights following such notice shall not affect the Company’s obligations to make any Failure Payments which have accrued prior to the date of such notice with respect to the Warrant subject to such notice.

  • The number of Conversion Shares issuable upon a conversion of any portion of this Note pursuant to Section 2 shall be determined according to the following formula (the “Conversion Rate”):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.

  • For the avoidance of doubt, the Holder shall be permitted to make successive conversions and send successive Major Transaction Conversion Notices in respect of a Company Share Major Transaction from time to time at any time during the Major Transaction Conversion Period.

  • 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.

  • For the avoidance of doubt, the Holder shall be permitted to make successive conversions and send successive Major Transaction Conversion Notices in respect of a Company Share Major Transaction from time to time (provided that the effective date of any such conversion shall not be prior to the consummation of the applicable Company Share Major Transaction).

  • The portion of this Warrant subject to early termination pursuant to this Section 5(d)(iii) as a Successor Major Transaction Conversion shall be converted into the right to receive the Successor Major Transaction Consideration.

  • In the case of a Successor Major Transaction, the Company may elect, by notice to the Holder in the Major Transaction/Organic Change Notice, to require a Major Transaction Redemption with respect to all of the outstanding Principal of this Note except for any portion of such Principal as to which the Holder timely elects a Major Transaction Conversion in connection with such Successor Major Transaction.

  • The number of Conversion Shares issuable upon a conversion of any portion of this Note pursuant to Section 2 shall be determined according to the following formula (the “Conversion Rate”): 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.

Related to Major Transaction Conversion

  • Major Transaction means and shall be deemed to have occurred at such time upon any of the following events:

  • Mandatory Conversion Notice has the meaning set forth in Section 4.7.C hereof.

  • Mandatory Conversion shall have the meaning set forth in Section 6.

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Optional Conversion has the meaning set forth in Section 6(a).

  • Continuation/Conversion Notice means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto.

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Forced Conversion Notice has the meaning set forth in Section 4.05(c) hereof.

  • Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

  • Series A Redemption Notice has the meaning set forth in Section 16.6(b).

  • Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or (ii) any currency unit or composite currency for the purposes for which it was established.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Forced Conversion Notice Date shall have the meaning set forth in Section 6(d).

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Automatic Conversion means the irrevocable and automatic release of all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Company’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares, all in accordance with the terms of the Securities.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Default Conversion Price shall have the meaning set forth in Section 4(b).

  • Notice of Conversion/Extension means the written notice of conversion of a LIBOR Rate Loan to an Alternate Base Rate Loan or an Alternate Base Rate Loan to a LIBOR Rate Loan, or extension of a LIBOR Rate Loan, in each case substantially in the form of Exhibit 1.1(e).