Common Stock Issuable Upon Conversion Sample Clauses

Common Stock Issuable Upon Conversion. The Company covenants and agrees that it has the requisite authority to issue the Note and all Conversion Shares that may be issued upon the conversion of the Note. The Company will, during the term of this Note, reserve and keep available, out of COL's Common Stock, the number of shares of Common Stock included in the Conversion Shares into which this Note may be converted.
Sample 1Sample 2
AutoNDA by SimpleDocs
Common Stock Issuable Upon Conversion. For purposes of this Article 11, "Common Stock" includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of Section 11.5(b) hereof, shares issuable on conversion of Notes shall include only shares of the class designated as Common Stock of the Company on the date of issuance of the Preferred Stock pursuant to the Offering or shares of any class or classes resulting from any reclassification thereof and which have no preferences in respect of dividends or amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided that, if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.
Sample 1
Common Stock Issuable Upon Conversion. Within three (3) Business Days of receipt of a Conversion Notice, the Borrower shall issue to the Lender that number of shares of Common Stock of the Lender, no par value, determined by dividing the Conversion Amount by a price (the "Conversion Price") determined from time to time and subject to adjustment as set forth in this Promissory Note. For purposes hereof, the Conversion Price as of any date of determination shall be the average of the VWACS during the thirty (30) consecutive Trading Days immediately preceding such date of determination. For purposes hereof, "VWACS" shall mean the weighted daily average bid price per share of the Common Stock on the Nasdaq National Market ("NASDAQ") or on the New York Stock Exchange, American Stock Exchange or the Nasdaq SmallCap Market (each, a "Subsequent Market") as reported by Bloomberg Information Services, Inc., or its successors to its function of reporting prices, and "Trading Day" shall mean (i) a day on which the Common Stock is traded on the NASDAQ or on such Subsequent Market on which the Common Stock is then listed or quoted, as the case may be, or (ii) if the Common Stock is not listed on the NASDAQ or on a Subsequent Market, a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event the Common Stock is not listed or quoted as set forth in (i), (ii) or (iii) hereof, then "Trading Day" shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.
Sample 1Sample 2
Common Stock Issuable Upon Conversion. Within three (3) business days of receipt of a Conversion Notice, the Borrower shall issue to the Lender that number of shares of Common Stock determined by dividing the Conversion Amount by the Fair Market Value of the Common Stock as of the Conversion Date (the "Conversion Price"). If the calculation of the Conversion Price set forth in the preceding sentence would result in a Conversion Price of less than $11.00 (as adjusted for stock splits, stock dividends, recapitalizations and the like), then the Conversion Price shall instead be $11.00 (as adjusted for stock splits, stock dividends, recapitalizations and the like). If the calculation of the Conversion Price set forth in the second preceding sentence would result in a Conversion Price of greater than $19.507 (as adjusted for stock splits, stock dividends, recapitalizations and the like), then the Conversion Price shall instead be $19.507 (as adjusted for stock splits, stock dividends, recapitalizations and the like). The Conversion Price shall be subject to adjustment as set forth below. If less than the entire outstanding principal amount of this Convertible Subordinated Promissory Note is being converted, a new Convertible Subordinated Promissory Note shall promptly be delivered to the Lender for the unconverted principal balance and shall be of like tenor as to all terms as the Convertible Subordinated Promissory Note surrendered.
Sample 1
Common Stock Issuable Upon Conversion. (a) The Company covenants that all Conversion Shares which may be issued upon conversion of this Note shall, upon issuance, be fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, except restrictions on resale or other transfer imposed under the Securities Act of 1933, as amended, and the Company's by-laws and certificate of incorporation, and as may be hereafter amended or restated. (b) The Company covenants that as soon as practicable after the final closing of the Offering pursuant to which this Note is being issued, the Company shall cause a special meeting of its stockholders to be held for the purpose of amending the Company's certificate of incorporation to increase the Company's authorized Common Stock, and upon obtaining such approval it will at all times reserve and keep available out of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue the shares of Common Stock or other Conversion Shares upon conversion of the Notes as required hereunder, the number of shares of Common Stock or other Conversion Shares which are then issuable and deliverable upon the conversion of (and otherwise in respect of) this entire Note (taking into account the adjustments set forth in Section 2.5 hereof, free from preemptive rights or any other contingent purchase rights of persons other than the Holder.
Sample 1
Common Stock Issuable Upon Conversion of Purchased Shares --------------------------------------------------------- and Exercise of Purchased Warrants and Investment Banking Warrants. The ------------------------------------------------------------------ issuance of the shares of Common Stock (the "Underlying Shares") issuable upon ----------------- conversion of the Purchased Shares or upon exercise of the Purchased Warrants and the Investment Banking Warrants has been duly authorized and the Underlying Shares have been, and at all times prior to such conversion or exercise will have been, duly reserved for issuance upon such conversion or exercise and, when so issued, will be validly issued, fully paid and non-assessable.
Sample 1
Common Stock Issuable Upon Conversion. The Company covenants that all shares of Common Stock which may be issued upon conversion of this Note shall, upon issuance, be fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, except restrictions on resale or other transfer imposed under the Securities Act of 1933, as amended, and the Company's By-laws and Certificate of Incorporation, and as may be hereafter amended or restated. The Company further covenants that during the period within which the conversion right represented by this Note may be exercised, the Company will, at all times, have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Note.
Sample 1
AutoNDA by SimpleDocs
Common Stock Issuable Upon Conversion. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities shall be convertible at the option of the holder thereof for shares of Common Stock in accordance with the terms of the Securities and the Indenture; and the shares of Common Stock initially issuable upon conversion of Securities have been duly authorized and reserved for issuance, and when issued and delivered, pursuant to the terms of the Indenture, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Offering Memorandum; and the issuance of the Securities and the Common Stock issuable upon conversion of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.
Sample 1
Common Stock Issuable Upon Conversion. (a) The Company shall at all times reserve and keep available for issue upon the conversion of shares of Series A Preferred Stock such number of its authorized and unissued shares of Common Stock as will be sufficient to permit such conversion in full. All shares of Common Stock which shall be so issuable, when issued upon conversion of shares of Series A Preferred Stock in accordance with the terms of the Series A Preferred Stock, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. (b) The Company shall use all reasonable efforts to cause the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock and upon exercise of Warrants to be approved for listing on NASDAQ prior to the issuance of such shares.
Sample 1

Related to Common Stock Issuable Upon Conversion

  • Reservation of Stock Issuable Upon Conversion The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the indebtedness represented by this Note, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all indebtedness represented by this Note, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all indebtedness represented by this Note, the Corporation will take such action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • 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.

  • Delivery of Conversion Shares Upon Conversion Not later than three (3) Trading Days after the Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder the Conversion Shares.

  • Delivery of Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Number of Shares Issuable upon Exercise From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock issuable upon the exercise of Rights may be listed or admitted to trading on any national securities exchange, or quoted on NASDAQ, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed or admitted to trading on such exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of shares of Preferred Stock upon the exercise of Rights, to register and qualify such shares of Preferred Stock under the Securities Act and any applicable state securities or "Blue Sky" laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act shall have been declared effective, unless an exemption therefrom is available. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Stock in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by that holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • OVERALL LIMIT ON COMMON STOCK ISSUABLE Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval (the "Maximum Common Stock Issuance"). If such issuance of shares of Common Stock could cause a delisting on the Principal Market, then the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Amended and Restated Certificate of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2(H).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!