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Calculation of Conversion Price. The conversion price (the “Conversion Price”) shall equal the Base Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Base Conversion Price” shall mean 58% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board (the “OTCBB”), OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Company, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. If the shares have not been delivered within three (3) business days to the Company, the Notice of Conversion may be rescinded. In the case that the Borrower’s Common Stock is not deliverable by DWAC, an additional 10% discount will apply. In the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply while the “chill” is in effect. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

Calculation of Conversion Price. TheSubject to the adjustments described herein, the conversion price (the “Conversion Price”Conversion Price) shall equal the Baselesser of # 58% multiplied by the lowest Trading Price (as defined herein) of the Common Stock (representing a discount rate of 42%) during the previous thirty (30) Trading Day period ending on the latest complete Trading Day prior to the date of this Note and # the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Base“Variable Conversion Price”Price” shall mean 58%50% multiplied by the Marketlowest Trading Price (as defined herein) (representing a discount rate of 42%50%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20)previous twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price”date of conversion (the “Market Price”). “Trading Price means, for any security as of any date, the closing bidlesser of: # the lowest trade price on the Over-the-Counter Bulletin Board (the “OTCBB”),OTC Pink, OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”Service”) designated by the Holder or, if the OTCBBOTC Pink is not the principal trading market for such security, the trading price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no trading price of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc., or # the closing bid price on the OTC Pink, OTCQB or applicable trading market as reported by a Reporting Service designated by the Holder or, if the OTC Pink is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”“pink sheets” by the National Quotation Bureau, Inc. To the extent the Conversion Price of the Borrower’s Common Stock closes below the par value per share, the Borrower will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Borrower agrees to honor all conversions submitted pending this adjustment. Furthermore, the Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Company,Borrower, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. If the shares of the Borrower’s Common Stock have not been delivered within three (3) business days to the Company,Borrower, the Notice of Conversion may be rescinded. InAt any time after the Closing Date, if in the case that the Borrower’Borrower’s Common Stock is not deliverable by DWAC,DWAC (including if the Borrower’s transfer agent has a policy prohibiting or limiting delivery of shares of the Borrower’s Common Stock specified in a Notice of Conversion), an additional 10% discount will apply. Inapply for all future conversions under all Notes. If in the case that the Borrower’Borrower’s Common Stock is “chilled”“chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply for all future conversions under all Notes while the “chill”“chill” is in effect. If in the case of both of the above, an additional cumulative 25% discount shall apply. Additionally, if the Company ceases to be a reporting company pursuant to the 1934 Act or if the Note cannot be converted into free trading shares after one hundred eighty-one (181) days from the Issue Date, an additional 30% discount will be attributed to the Conversion Price. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day”Trading Day shall mean any day on which the Common Stock is tradable for any period on the OTCBB,OTC Pink, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. Holder shall be entitled to deduct from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.

Calculation of Conversion Price. The conversion price (the “Conversion Price”)Conversion Price shall equal the BaseVariable Conversion Price (as defined herein) (subject(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Base“Variable Conversion Price”Price” shall mean 58%61% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%39%). “Market Price”Market Price means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20)ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price”Trading Price means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board (the “OTCBB”), OTCQBOTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCBBOTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Company, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. If the shares have not been delivered within three (3) business days to the Company, the Notice of Conversion may be rescinded. In the case that the Borrower’s Common Stock is not deliverable by DWAC, an additional 10% discount will apply. In the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply while the “chill” is in effect.“pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day”Trading Day shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQBOTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

Calculation of Conversion Price. The conversion price (the “Conversion Price”) shall equal the Base Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Base Conversion Price” shall mean 58% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%50%). “Market Price” means the lowest one (1) Trading Price (as defined below) for the Common Stock during the twenty (20)twenty-five (25) Trading Day period ending on the latestlast complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bidlowest traded price on the Over-the-Counter Bulletin Board (the “OTCBB”), OTCQBPink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCBBOTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bidthe lowest intraday trading price of such security is not available in any of the foregoing manners, the average of the closing bid priceslowest intraday price of any market makers for such security that are listed inquoted on the “pink sheets” by the National Quotation Bureau, Inc. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Company, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. If the shares have not been delivered within three (3) business days to the Company, the Notice of Conversion may be rescinded. In the case that the Borrower’s Common Stock is not deliverable by DWAC, an additional 10% discount will apply. In the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply while the “chill” is in effect.OTC Markets. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQBOTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. In the event that shares of the Borrower's Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 60% assuming no other adjustments are triggered hereunder).

Calculation of Conversion Price. The conversion price (the “Conversion Price”)Conversion Price shall equalbe the BaseVariable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The “Base"Variable Conversion Price”Price" shall mean 58%50% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%50%). “Market Price” means the lowest one (1) Trading Price (as defined below) for the Common Stock during the twenty (20)twenty-five (25) Trading Day period ending on the latestlast complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bidlowest traded price on the Over-the-Counter Bulletin Board (the “OTCBB”), OTCQBPink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCBBOTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bidthe lowest intraday trading price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Company, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. If the shares have not been delivered within three (3) business days to the Company, the Notice of Conversion may be rescinded. In the case that the Borrower’s Common Stock is not deliverable by DWAC, an additional 10% discount will apply. In the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply while the “chill” is in effect. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

Calculation of Conversion Price. The conversion price (the “Conversion Price”)Conversion Price shall equalbe the BaseVariable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings byadjustment as further described herein). The "Variable Conversion Price" shall mean the Borrower relating to the Borrower’s securities or the securitieslower of any subsidiary# 65% of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Base Conversion Price” shall mean 58% multiplied byaverage of the Market Price (as defined herein) (representing a discount ratetwo lowest traded prices of 42%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock duringin the twenty (20)thirty (30) Trading Day period ending on the latest complete Trading DayDays prior to the Conversion Date. “Trading Price” means, for any security asDate or # 65% of any date, the closing bid price on the Over-the-Counter Bulletin Board (the “OTCBB”), OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bidtwo lowest traded prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Company, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. If the shares have not been delivered within three (3) business daysthirty (30) Trading Days prior to the Company, the Notice of Conversion may be rescinded. In the case that the Borrower’s Common Stock is not deliverable by DWAC, an additional 10% discount will apply. In the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply while the “chill” is in effect.Issue Date. If the Trading PricePrices cannot be calculated for such security on such date in the manner provided above, the Trading PricePrices shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price isPrices are required in order to determine the Conversion Price of such Notes. “Trading Day”Trading Day shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQBOTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Upon the occurrence of the first Event of Default (as defined herein) under this Note, an additional discount of fifteen percent (15%) shall be factored into the Variable Conversion Price, and all references in this [Section 1.2(a)] to “the average of the two lowest traded prices” shall automatically be replaced with the “lowest traded price.” Each time a subsequent Event of Default occurs while this Note is outstanding, an additional discount of five percent (5%) shall be factored into the Variable Conversion Price. All expenses incurred by Holder for the issuance and clearing of the Common Stock into which this Note is convertible into shall immediately and automatically be added to the balance of the Note at such time as the expenses are incurred by Holder.

Calculation of Conversion Price. The conversion price (the “Conversion Price”) shall equal the Base Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Base Conversion Price” shall mean 58% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board (the “OTCBB”), OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security isnot available in any of the foregoing manners, the average of the closing bid priceslowest intraday price of any market makers for such security that are listed inquoted on the “pink sheets” by the National Quotation Bureau, Inc. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Company, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. If the shares have not been delivered within three (3) business days to the Company, the Notice of Conversion may be rescinded. In the case that the Borrower’s Common Stock is not deliverable by DWAC, an additional 10% discount will apply. In the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply while the “chill” is in effect.OTC Markets. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQBOTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. In the event that shares of the Borrower’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 60% assuming no other adjustments are triggered hereunder). If at any time while this Note is outstanding, the lowest Trading Price on the OTCQB or other applicable principal trading market for the Common Stock is equal to or lower than , then shall immediately be added to the balance of the Note.

Calculation of Conversion Price. TheSubject to the adjustments described herein, the conversion price (the “Conversion Price”Conversion Price) shall equal per share. If the Base Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiaryshares of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Base Conversion Price” shall mean 58% multiplied by the Market Price (as defined herein) (representing a discount rate of 42%). “Market Price” means the lowest Trading Price (as defined below) for theBorrower’s Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board (the “OTCBB”), OTCQB or applicable trading market as reported by a reliable reporting service (“Reporting Service”) designated by the Holder or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. The Conversion Price may be adjusted downward if, within three (3) business days of the transmittal of the Notice of Conversion to the Company, the Common Stock has a closing bid which is 5% or lower than that set forth in the Notice of Conversion. If the shares have not been delivered within three (3) business days to the Company,Borrower or Borrower’s transfer agent, the Notice of Conversion may be rescinded. In the case that the Borrower’s Common Stock is not deliverable by DWAC, an additional 10% discount will apply. In the case that the Borrower’s Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount shall apply while the “chill” is in effect. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day”Trading Day shall mean any day on which the Common Stock is tradable for any period on the OTCBB,OTC Pink, OTCQB or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Borrower shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. Holder shall be entitled to deduct from the conversion amount in each Notice of Conversion to cover Holder’s deposit fees associated with each Notice of Conversion.

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