Cancellation of Convertible Debentures Sample Clauses

Cancellation of Convertible Debentures. All Convertible Debentures surrendered for payment, redemption, conversion, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, shall, if surrendered to the Company or any agent of the Company or the Trustee, be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be canceled by it; and no Convertible Debentures shall be issued in lieu thereof, except as expressly permitted by any of the provisions of this Indenture. The Company may at any time deliver to the Trustee for cancellation any Convertible Debentures previously authenticated hereunder which the Company has not issued and sold and all Convertible Debentures so delivered shall be promptly canceled by the Trustee. If the Company shall acquire any of the Convertible Debentures, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Convertible Debentures unless and until the same are delivered to the Trustee for cancellation. All canceled Convertible Debentures shall be disposed of as directed by a Company Order or, in the absence of such Company Order, in accordance with the Trustee's customary practices. The Trustee shall provide a certificate of destruction to the Company with respect to all Convertible Debentures disposed of by the Trustee.
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Cancellation of Convertible Debentures. 24 Section 2.13 Temporary Convertible Debentures.............................24 Section 2.14 CUSIP Numbers................................................24
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Cancellation of Convertible Debentures. (a) Prior to the Effective Time, Seller shall use its commercially reasonable efforts to receive from each holder (each, a "DEBENTURE HOLDER") of an outstanding debenture (each, a "DEBENTURE") an agreement that, simultaneously with the consummation of the Merger and at the Effective Time, the Debenture then held by it shall (automatically and without further action by the Debenture Holder) be cancelled and deemed to be paid-in-full and each Debenture Holder shall be entitled to receive as payment therefor the consideration set forth in Sections 2.07(c) and (d) below. Buyer acknowledges and agrees that the failure of Seller to obtain the agreements with each Debenture Holder described in this Section 2.07 (a) after using its best efforts and taking all actions necessary to do so, shall not be deemed to be a failure of Seller to satisfy its covenants and other agreements contained herein for purposes of Section 6.02(b) hereof.
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Cancellation of Convertible Debentures. 25 Section 2.13 Temporary Convertible Debentures.............................. 25 ARTICLE III COVENANTS OF THE COMPANY
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Cancellation of Convertible Debentures. All convertible debentures and any other agreements between the Company and Preston pursuant to which Preston may be entitled to acquire stock of the Company, are hereby cancelled and shall be surrendered to the Company.
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Cancellation of Convertible Debentures. At and as of the Closing, the Convertible Debentures shall be cancelled and have no further force or effect.
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Related to Cancellation of Convertible Debentures

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Purchase and Sale of Convertible Debentures 6 2.2 Purchase and Sale; Purchase Price....................................6 2.2 Execution and Delivery of Documents; the Closing.....................6 2.3 The Post-Closing.....................................................7

  • Conversion of Debentures Section 16.01.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • Convertible Note 9 Section 3.8

  • Redemption of Debentures 17 Section 3.1 Redemption................................................17 Section 3.2 Special Event Redemption..................................17 Section 3.3 Optional Redemption by Company............................17 Section 3.4

  • Cancellation of Notes Paid, Converted, Etc The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon a Fundamental Change, redemption, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant to Section 14.12), if surrendered to the Company or any of its agents or Subsidiaries, to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its customary procedures. Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver evidence of such disposition to the Company, at the Company’s written request in a Company Order.

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

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