Conversion Price

Conversion Price. Means the price per share for which Common Stock is issuable upon the conversion or exchange of Convertible Securities, determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance of such Convertible Securities, plus the minimum aggregate amount of additional consideration payable to the Company upon the conversion or exchange of such Convertible Securities, by (ii) the total maximum number of shares of Common Stock issuable upon... the conversion or exchange of all such Convertible Securities. View More

Conversion Price. Means (rounded to the nearest 1/100th of one cent): (a) with respect to a conversion pursuant to Section 4.1, the lesser of: (i) the product of (x) 80% and (y) the per share price in the SPAC Combination, the per share public offering price stated on the front cover of the final prospectus for the IPO (before deduction of any underwriting commissions, expenses or other amounts) or the per share reference price in such Direct Listing, as applicable; and (ii) the quotient resulting from... dividing (x) the Valuation Cap by (y) the Fully Diluted Capitalization immediately prior to the closing of the IPO; 2 (b) with respect to a conversion pursuant to Section 4.2, the lesser of: (i) the product of (x) 80% and (y) the lowest per share purchase price of the Equity Securities issued in the Next Equity Financing; and (ii) the quotient resulting from dividing (x) the Valuation Cap by (y) the Fully Diluted Capitalization immediately prior to the closing of the Next Equity Financing; (c) with respect to a conversion pursuant to Section 4.3, the quotient resulting from dividing (x) the Valuation Cap by (y) the Fully Diluted Capitalization immediately prior to the closing of the Corporate Transaction; and (d) with respect to a conversion pursuant to Section 4.4, the quotient resulting from dividing (x) the Valuation Cap by (y) the Fully Diluted Capitalization immediately prior to such conversion. View More

Conversion Price. Means, with respect to each share of Series A Preferred Stock, initially $2.25 for such share, subject to adjustment from time to time in accordance with Section 5(b).

Conversion Price. Means the Nasdaq five-day average closing bid price of the Company's Common Stock for the five days prior to the date of this Debenture, which is $3.044, subject to adjustment pursuant to Section 12.

Conversion Price. Means three dollars and twenty eight cents ($3.28), subject to adjustment from time to time pursuant to Section 12.

Conversion Price. Means: (i) with respect to $933,333.33 principal of this Debenture, $0.75; (ii) with respect to $933,333.33 principal of this Debenture, $1.00; and (iii) with respect to $933,333.33 principal of this Debenture, $1.25; it being understood that, subject to the foregoing limitations, the Holder shall have the right to determine the Conversion Price... that will apply to a particular Conversion. In the event that an adjustment to the Conversion Price occurs pursuant to the terms of this Debenture, such adjustment shall apply to each amount specified in (i), (ii) and (iii) above, and shall be cumulative with any prior adjustment. Each principal amount specified in (i), (ii) and (iii) above shall be increased by one-third of the amount of Interest that is paid by increasing the principal balance hereof pursuant to Section 2(b). View More

Conversion Price. Means $___1 per share of Common Stock, subject to adjustment as set forth in Section 12 hereof.

Conversion Price. Shall have the meaning to be provided or provided in the Certificate of Designations.

Conversion Price. Means an amount equal to (i) Fifty Cents ($0.50) in the event that the Company's sales revenue for its 2005 fiscal year (based on the Company's 2005 audited financial statements) are less than $20,000,000, the Company's Gross Margin for its 2005 fiscal year (based on the Company's 2005 audited financial statements) is less than 35%, the Company's EBITDA for its 2005 fiscal year (based on the Company's 2005 audited financial statements) is less than $3,000,000 or upon a conversion in the event... of a Sale occurring on or prior to March 31, 2006 or if the Company fails to file its Form 10-KSB for the year ended December 31, 2005 within one hundred twenty (120) days following the end of such fiscal year, (ii) One Dollar ($1.00) in the event that the Company's sales revenue for its 2005 fiscal year (based on the Company's 2005 audited financial statements) are equal to or greater than $20,000,000, the Company's Gross Margin for its 2005 fiscal year (based on the Company's 2005 audited financial statements) is equal to or greater than 35% and the Company's EBITDA for its 2005 fiscal year (based on the Company's 2005 audited financial statements) is equal to or greater than $3,000,000, but the Company does not meet the conditions set forth in (iii) below, or (iii) One Dollar Forty Cents ($1.40) per share in the event that the Company's sales revenue for its 2005 fiscal year (based on the Company's 2005 audited financial statements) are equal to or greater than $22,000,000, the Company's Gross Margin for its 2005 fiscal year (based on the Company's 2005 audited financial statements) is equal to or greater than 35% and the Company's EBITDA for its 2005 fiscal year (based on the Company's 2005 audited financial statements) is equal to or greater than $4,000,000. The Conversion Price is subject to adjustment as provided herein. View More

Conversion Price. Shall mean $0.35 per share of common stock of the Company, subject to adjustment as set forth herein.