Example ContractsClausesConversion Formula
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Conversion Formula. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to [Section 3(a)] (the “Conversion Shares”) shall be determined by dividing such Conversion Amount by the Conversion Price. For purposes hereof, “Conversion Price” means ​, which was the market closing price of the Common Stock on on the Nasdaq Capital Market.

For any participant eligible to receive benefits under this Plan, the value of such benefit is an amount that is determined by notionally crediting on a monthly basis the amount of employer contributions that cannot be made to the Savings Plan for that person as a result of application to that person of Code sections 415 and 401(a)(17). This amount is enhanced in each instance by 120 percent of the long-term Applicable Federal Rate, compounded monthly, as of the last month of each calendar quarter as published by the Internal Revenue Service.

Payout Formula. Except as set forth in [Section 5], the actual number of Shares earned will be determined by the Committee pursuant to a formula established by the Committee to measure the Company’s performance during the Performance Period (the “Payout Formula”). The determination of the actual number of Shares earned, which shall not exceed the Maximum Payout, shall occur as soon as practicable after completion of the Performance Period, but in any event not later than November 30 of the calendar year in which the Performance Period ends (the date the Committee so determines, the “Determination Date”). A description of the Payout Formula and the percentage of Shares to be earned, if any, for the various levels of performance will be communicated to the . All decisions of the Committee regarding the application of the Payout Formula and the number of Shares earned shall be final and binding on the . Except as set forth in [Section 5], the Award shall be cancelled and the shall have no rights hereunder if any of the following occur: # the Determination Date does not occur, or # the Committee determines on the Determination Date that no Shares have been earned.

Base Severance The Company shall pay a minimum of two (2) weeks of Pay in severance benefits under this Plan if an eligible Employee’s employment is terminated under circumstances described in [Section III] (“Minimum Severance Benefit”).

The formula incentive award is a calculation of an award based on the actual performance achieved by the overall Company, and each of its applicable Business Areas or Commercial Areas, as well as the budgeted individual performance percentage to be applied across the Company as a whole.

The Company calculates, based on the Company’s performance through the end of the year, the performance at the corporate level, and for each Business Area or Commercial Area at the Business Area or Commercial Area level, against the applicable performance targets. The Company also calculates, based on the Company’s and its Business Area or Commercial Area’s performance, the targeted total pool to be used for the year for rewarding individual performances across the Company as a whole. Those pools as established (composed of the pools for the Company’s performance, the performance of each of the Company’s

Payout Formula. Subject to adjustment under [Sections 3, 4, 5, 6, 7 and 8]8]8]8]8]8], the number of Performance Shares to be issued to Recipient shall be equal to the sum of # the TSR Payout Shares (as defined below), plus # the CFROI Payout Factor as determined under [Section 2.3] below multiplied by the CFROI Target Share Amount. The “TSR Payout Shares” shall be equal to the TSR Payout Factor as determined under [Section 2.2] below multiplied by the TSR Target Share Amount; provided, however, that the number of TSR Payout Shares shall be reduced as necessary to ensure that the total value of the TSR Payout Shares at the time of payout (calculated by multiplying the Value (as defined in [Section 7] below) by the number of TSR Payout Shares) shall not be more than 400% of the value of the TSR Target Share Amount on the date of this Agreement (calculated by multiplying the closing market price for Class A Common Stock on the date of this Agreement by the TSR Target Share Amount).

Conversion. Upon the occurrence of a Liquidity Event, the Holder shall have the right, at the Holder’s option, to convert this Note in whole or in part, including any of its outstanding principal amount and any unpaid accrued interest and any fees and any and all other outstanding amounts owing thereon, in each case, on the Conversion Date, into Conversion Shares by following the mechanics of conversion set forth in [Section 4(b)].

Conversion. The Holders of the Series C Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

Commencing on the date hereof , the Holder may at any time prior to , Pittsburgh time, on , convert the principal amount of this Note or any portion of the original principal amount outstanding under this Note on the date of its initial issuance (unless such amount is the only amount then remaining outstanding under this Note in which event the conversion of the remaining principal amount then outstanding shall be permitted) into fully paid and nonassessable shares of the Borrowers restricted Common Stock, par value $.0001 per share (the “Common Stock”), on the basis of one share of such stock for each $ ($.20) (the “Conversion Price”) in principal amount and any accrued but unpaid interest of this Note. Such conversion shall be effected by the surrender of this Note at the principal office of the Borrower (or such other office or agency of the Borrower in the continental United States as the Borrower may designate by notice in writing to the Holder) at any time during usual business hours, together with notice in writing that the Holder wishes to convert a portion or all of this Note, which notice shall also state the name(s) (with addresses) and denominations in which the certificate(s) for Common Stock shall be issued and shall include instructions for delivery thereof. Such conversion shall be deemed to have been effected as of the close of business on the date on which this Note shall have been surrendered and such notice shall have been received, and at such time (the “Voluntary Conversion Date”) the rights of the Holder with respect to the principal amount of the Note converted shall cease and the person(s) in whose name(s) any certificate(s) for Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented by such certificate(s). As soon as practicable after the Voluntary Conversion Date, the Borrower shall deliver to, or as directed by, the Holder, certificates representing the number of shares of Common Stock issuable by reason of such conversion registered in such name or names and such denomination or denominations as the Holder shall have specified, together with cash as provided in [Section 8] in respect of any fraction of a share of such stock otherwise issuable upon such conversion. The Borrower shall also make payment to the Holder of accrued interest to the date of conversion on the portion of the Note converted in accordance with the manner of payment provisions of [Section 1] of this Note. In each case of conversion of this Note in part only, the Borrower shall receive and hold this Note as a fiduciary agent of the Holder, shall endorse on this Note the date and amount of this Note so converted, and such amount shall be deemed no longer outstanding. Upon such endorsement, the Borrower shall promptly return this Note to the Holder.

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