Common use of Certificates Following Conversion Clause in Contracts

Certificates Following Conversion. If physical certificates representing the Series B Preferred Stock are issued, the Company shall not be required to issue replacement certificates representing shares of Series B Preferred Stock on or after the Conversion Date applicable to such shares (except if any certificate for shares of Series B Preferred Stock shall be surrendered for partial conversion, the Company shall, at its expense, execute and deliver to or upon the written order of the Holder of the certificate so surrendered a new certificate for the shares of Series B Preferred Stock not converted). In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon receipt of the satisfactory evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock issuable upon conversion of such shares of Series B Preferred Stock formerly evidenced by the physical certificate.

Appears in 4 contracts

Samples: Investment Agreement (Bright Health Group Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.)

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Certificates Following Conversion. If physical certificates representing the Series B A Preferred Stock are issued, the Company shall not be required to issue replacement certificates representing shares of Series B A Preferred Stock on or after the Conversion Date applicable to such shares (except if any certificate for shares of Series B A Preferred Stock shall be surrendered for partial conversion, the Company shall, at its expense, execute and deliver to or upon the written order of the Holder of the certificate so surrendered a new certificate for the shares of Series B A Preferred Stock not converted). In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon receipt of the satisfactory evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock issuable upon conversion of such shares of Series B A Preferred Stock formerly evidenced by the physical certificate.

Appears in 2 contracts

Samples: Investment Agreement (Bright Health Group Inc.), Investment Agreement (Knoll Inc)

Certificates Following Conversion. If physical certificates representing the Series B B-2 Preferred Stock are issued, the Company shall not be required to issue replacement certificates representing shares of Series B B-2 Preferred Stock on or after the Conversion Date applicable to such shares (except if any certificate for shares of Series B B-2 Preferred Stock shall be surrendered for partial conversion, the Company shall, at its expense, execute and deliver to or upon on the written order of the Holder of the certificate so surrendered a new certificate for the shares of Series B B-2 Preferred Stock not converted). In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon on receipt of the satisfactory evidence and indemnity described in clause (a) above, shall deliver certificates representing the shares of Common Stock issuable upon on conversion of such shares of Series B B-2 Preferred Stock formerly evidenced by the physical certificate.

Appears in 1 contract

Samples: Series B 2 Convertible Preferred Stock Purchase Agreement (Fluidigm Corp)

Certificates Following Conversion. If physical certificates representing the Series B A Preferred Stock are issued, the Company shall not be required to issue replacement certificates representing shares of Series B A Preferred Stock on or after the Conversion Date applicable to such shares (except if any certificate for shares of Series B A Preferred Stock shall be surrendered for partial conversion, the Company shall, at its expense, execute and deliver to or upon the written order of the Holder of the certificate so surrendered a new certificate for the shares of Series B A Preferred Stock not converted). In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon receipt of the satisfactory evidence and indemnity described in clause (a) above, shall deliver the shares of Class A Common Stock or Series A-1 Preferred Stock issuable upon conversion of such shares of Series B A Preferred Stock formerly evidenced by the physical certificate.

Appears in 1 contract

Samples: Investment Agreement (GoHealth, Inc.)

Certificates Following Conversion. If physical certificates representing the Series B A Preferred Stock are issued, the Company shall not be required to issue replacement certificates representing shares of Series B A Preferred Stock on or after the Conversion Date applicable to such shares (except if any certificate for shares of Series B A Preferred Stock shall be surrendered for partial conversion, the Company shall, at its expense, execute and deliver to or upon the written order of the Holder of the certificate so surrendered a new certificate for the shares of Series B A Preferred Stock not converted). In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon receipt of the satisfactory evidence and indemnity described in clause (a) ‎(a)‎ above, shall deliver the shares of Common Stock issuable upon conversion of such shares of Series B A Preferred Stock formerly evidenced by the physical certificate.

Appears in 1 contract

Samples: Investment Agreement (Cepton, Inc.)

Certificates Following Conversion. If physical certificates representing the Series B [__] Preferred Stock are issued, the Company shall not be required to issue replacement certificates representing shares of Series B [__] Preferred Stock on or after the Conversion Date applicable to such shares (except if any certificate for shares of Series B [__] Preferred Stock shall be surrendered for partial conversion, the Company shall, at its expense, execute and deliver to or upon the written order of the Holder of the certificate so surrendered a new certificate for the shares of Series B [_] Preferred Stock not converted). In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon receipt of the satisfactory evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock issuable upon conversion of such shares of Series B [__] Preferred Stock formerly evidenced by the physical certificate.

Appears in 1 contract

Samples: Standby Equity Purchase Agreement (Aeva Technologies, Inc.)

Certificates Following Conversion. If physical certificates representing the Series B B-1 Preferred Stock are issued, the Company shall not be required to issue replacement certificates representing shares of Series B B-1 Preferred Stock on or after the Conversion Date applicable to such shares (except if any certificate for shares of Series B B-1 Preferred Stock shall be surrendered for partial conversion, the Company shall, at its expense, execute and deliver to or upon on the written order of the Holder of the certificate so surrendered a new certificate for the shares of Series B B-1 Preferred Stock not converted). In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon on receipt of the satisfactory evidence and indemnity described in clause (a) above, shall deliver certificates representing the shares of Common Stock issuable upon on conversion of such shares of Series B B-1 Preferred Stock formerly evidenced by the physical certificate.

Appears in 1 contract

Samples: Series B 1 Convertible Preferred Stock Purchase Agreement (Fluidigm Corp)

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Certificates Following Conversion. If physical certificates representing the Series B A Preferred Stock Shares are issued, the Company shall not be required to issue replacement certificates representing shares of Series B A Preferred Stock Shares on or after the Conversion Date applicable to such shares (except if any certificate for shares of Series B A Preferred Stock Shares shall be surrendered for partial conversion, the Company shall, at its expense, execute and deliver to or upon the written order of the Holder of the certificate so surrendered a new certificate for the shares of Series B A Preferred Stock Shares not converted). In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon receipt of the satisfactory evidence and indemnity described in clause (a) above, shall deliver certificates representing the shares of Common Stock Shares issuable upon conversion of such shares of Series B A Preferred Stock Shares formerly evidenced by the physical certificate.

Appears in 1 contract

Samples: Investment Agreement (James River Group Holdings, Ltd.)

Certificates Following Conversion. If physical certificates representing the Series B Preferred Stock are issued, the Company shall not be required to issue replacement certificates representing shares of Series B Preferred Stock on or after the Conversion Date applicable to such shares (except if any certificate for shares of Series B Preferred Stock shall be surrendered for partial conversion, the Company shall, at its expense, execute and deliver to or upon the written order of the Holder of the certificate so surrendered a new certificate for the shares of Series B Preferred Stock not converted). In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon receipt of the satisfactory evidence and indemnity described in clause (a) above, shall deliver the shares of Class A Common Stock issuable upon conversion of such shares of Series B Preferred Stock formerly evidenced by the physical certificate.

Appears in 1 contract

Samples: Investment Agreement (Coty Inc.)

Certificates Following Conversion. If physical certificates representing the Series B A Preferred Stock are issued, the Company shall not be required to issue replacement certificates representing shares of Series B A Preferred Stock on or after the Conversion Date applicable to such shares (except if any certificate for shares of Series B A Preferred Stock shall be surrendered for partial conversion, the Company shall, at its expense, execute and deliver to or upon the written order of the Holder of the certificate so surrendered a new certificate for the shares of Series B A Preferred Stock not converted). In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon receipt of the satisfactory evidence and indemnity described in clause (a) above, shall deliver certificates representing the shares of Common Stock issuable upon conversion of such shares of Series B A Preferred Stock formerly evidenced by the physical certificate.

Appears in 1 contract

Samples: Investment Agreement (Box Inc)

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