Conversion of Note. (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration. (b) Subscriber will give notice of its decision to exercise its right to convert this Note or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 of this Note. The Subscriber will not be required to surrender this Note until this Note has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of this Note to the Subscriber via express courier for receipt by such Subscriber on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company. (c) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company. (d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Samples: Convertible Debenture (Mindpix Corp)
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and thatthat the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Shares, unless waived by assuming (i) a registration statement including such Shares for registration, filed with the HolderCommission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Conversion Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, and the Company will not contain a legend restricting promptly instruct its counsel to issue to the resale or transferability transfer agent an opinion permitting removal of the Conversion Shares provided the Conversion Shares are being sold legend indefinitely, if pursuant to an effective registration statement covering Rule 144(b)(1)(i) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion.
(b) Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, any sum due to the Subscriber under the Transaction Documents including Liquidated Damages, or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 12(a) of this NoteAgreement. The Subscriber will not be required to surrender this the Note until this Note has been fully converted or satisfied, with each prior to the conversion of the Note. Subscriber will also be required to surrender the note within three business days of the satisfaction by the Company of such Note. Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above)Date. The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the Subscriber via express courier for receipt by such Subscriber on or before within five (5) business days after receipt by the Company of the Notice of Conversion (such fifth day being the “Delivery Date (as defined aboveDate”). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this the Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers has delivered the original Note to the Company. In the event that a Subscriber does not surrender a Note for reissuance upon partial payment or conversion, the Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note. “Business day” and “trading day” as employed in the Transaction Documents is a day that the New York Stock Exchange is open for trading for three or more hours.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawShares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively after the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to the Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Subscriber for late issuance of Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount being converted of the corresponding Shares which are not timely delivered. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Conversion Shares within seven (7) business days after the Delivery Date or dividends required make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the damages payable in connection with the Company’s default shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder Subscriber and thus refunded to the Company.
(e) The Company may in its sole discretion reduce the Conversion Price of any Notes that have not been paid off or fully converted if (i) the Approval has been obtained or (ii) if the Approval is not required by the applicable NASD Market Place Rules and/or the Nasdaq’s corporate governance rules. In the event the Conversion Price is reduced pursuant to this Section 7.1(e), the Company shall notify any Subscribers holding Notes which have not been paid by the Company or fully converted by the Subscribers of such reduced Conversion Price.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and thatthat the certificates representing such shares shall contain no legend other than the usual 1933 Act restriction from transfer legend. If and when the Subscriber sells the Shares and Warrant Shares, unless waived by assuming (i) the HolderRegistration Statement (as defined below) is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) the Subscriber confirms in writing to the transfer agent that the Subscriber has complied with the prospectus delivery requirements, the Conversion restrictive legend can be removed and the Shares and Warrant Shares will be free-trading, and freely transferable. In the event that the Shares and Warrant Shares are sold in compliance with Rule 144 in a manner that complies with an exemption from registration, and the Company will not contain a legend restricting promptly instruct its counsel to issue to the resale or transferability transfer agent an opinion permitting removal of the Conversion Shares provided the Conversion Shares are being sold legend (indefinitely, if pursuant to an effective registration statement covering Rule 144(k) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act).
(b) Subscriber will give notice of its decision to exercise its right to convert this the Note and interest or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above)Date. The Company will itself or cause the Company’s transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after receipt by the Company of the Notice of Conversion (such third day being the "Delivery Date (as defined aboveDate"). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this the Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion, the Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note. “Business day” and “trading day” as employed in the Transaction Documents is a day that the New York Stock Exchange is open for trading for three or more hours.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawShares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively after the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to the Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Subscriber for late issuance of Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount being converted of the corresponding Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Shares by the Delivery Date or dividends required make payment by the Mandatory Redemption Payment Date, the Subscriber may revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall shall, to the extent permitted by law, be credited against amounts owed by the Company to the Holder Subscriber and thus refunded to the Company.
Appears in 1 contract
Conversion of Note. (ai) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining executing and delivering, an opinion of counsel delivering to assure that the Company’s transfer agent shall written instructions to issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber (provided that each such other person provides to the Company in writing the representations set forth in Section 4 hereof) and in such denominations to be specified at conversion representing the number of Conversion Ordinary Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock Ordinary Shares (other than instructions that may be given to the Company’s transfer agent pursuant to orders issued by the Commission, any state securities commission or any other regulatory authority) and that, unless waived by the HolderSubscriber, the Conversion Note Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Note Shares provided that the Conversion Note Shares are being sold pursuant to an effective registration statement covering the Conversion Note Shares or are otherwise exempt from registration.
(bii) Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, any sum due to the Subscriber under the Transaction Documents or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 10(e) of this NoteAgreement. The Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, satisfied (but until such surrender the Note will be convertible only with each respect to any portion thereof not already converted). Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above)Date. The Company will itself or cause the Company’s immediately notify its transfer agent to transmit the Company’s Common Stock Ordinary Share certificates representing the Conversion Note Shares issuable upon conversion of this the Note to the Subscriber via express courier for receipt by such Subscriber on or before within five (5) business days after receipt by the Company of the Notice of Conversion (such third day being the “Delivery Date (as defined aboveDate”). In the event the Conversion Note Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common StockOrdinary Shares, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this the Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion, the Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note.
(ciii) The Company understands that a delay in the delivery of the Note Shares in the form required pursuant to Section 7 hereof, after the Delivery Date could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Subscriber for late issuance of Note Shares in the form required pursuant to Section 7 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount being converted for which the corresponding Note Shares are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the Company fails for any reason to effect delivery of Note Shares by the Delivery Date, the Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.
(iv) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder Subscriber and thus refunded to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and thatthat the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when a Subscriber sells the Conversion Shares, unless waived by assuming (i) a registration statement including such Conversion Shares for registration, has been filed with the HolderCommission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Conversion Shares without restrictive legend and the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting . In the resale or transferability of the Conversion Shares provided event that the Conversion Shares are being sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend, if such sale is intended to be made in conformity with Rule 144(i)(2) of the 1933 Act, or for 90 days if pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registrationother provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion.
(b) Subscriber Each subscriber will give notice of its decision to exercise its right to convert this Note its Note, interest, or part thereof by telecopying an executed and telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a “Conversion Date (as defined above). Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after the Delivery Conversion Date (as defined abovesuch third day being the ”Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementsSubscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawConversion Shares in the form required pursuant to Section 7.1 hereof, could result in economic loss to the Subscriber. In As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $25 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Conversion Shares within seven (7) business days after the Delivery Date, Subscriber will be entitled to revoke all or dividends required part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the damages payable in connection with the Company’s default shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and thatthat the certificates representing such shares shall contain no legend other than the usual 1933 Act restriction from transfer legend. If and when a Subscriber sells the Shares, unless waived by assuming (i) a registration statement including such Shares for registration filed with the HolderCommission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) such Subscriber or its agent confirms in writing to the transfer agent that such Subscriber has complied with the prospectus delivery requirements, the Conversion Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, and the Company will not contain a legend restricting promptly instruct its counsel to issue to the resale or transferability transfer agent an opinion permitting removal of the Conversion Shares provided the Conversion Shares are being sold legend indefinitely, if pursuant to an effective registration statement covering Rule 144(b)(1Xi) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion.
(b) A Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, or part thereof by telecopying an executed and telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Such Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time ("ET") (or if received by the Company after 6 PM ET then the next business day) shall be deemed a "Conversion Date (as defined above). Date." The Company will itself or cause the Company’s 's transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the such Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after receipt by the Company of the Notice of Conversion (such third day being the "Delivery Date (as defined aboveDate"). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementsSubscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the such Subscriber if requested by Subscriber, provided the such Subscriber delivers the original Note to the Company.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawShares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to a Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to such Subscriber for late issuance of Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount (and proportionately for other amounts) being converted of the corresponding Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Shares within seven (7) business days after the Delivery Date or dividends required make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), such Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and such Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted assignee or nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Ordinary Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock 's Ordinary Shares and that, unless waived by that the Holder, certificates representing such shares shall contain no legend other than the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting set forth in Section 4(h). In the resale or transferability of the Conversion Shares provided event that the Conversion Shares are being sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend (indefinitely, if pursuant to an effective registration statement covering Rule 144(b)(1)(i) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor ninety (90) days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion).
(b) A Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, or part thereof by telecopying an executed and telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 12(a) of this NoteAgreement. The Such Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 5 PM Eastern Time (“ET”) (or if received by the Company after 5 PM ET then the next business day) shall be deemed a “Conversion Date (as defined above). Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock Ordinary Shares certificates representing the Conversion Shares issuable upon conversion of this the Note to the such Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after the Notice of Conversion is given by the Subscriber (such third day being the "Delivery Date (as defined aboveDate"). In the event the Conversion Shares are electronically transferabletransferable and the Shares are freely transferable under the 1933 Act, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementsSubscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the such Subscriber if requested by Subscriber, provided the such Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion of a Note, such Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawConversion Shares in the form required pursuant to Section 7.1 hereof, later than the Delivery Date could result in economic loss to the Subscriber. In As compensation to a Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to such Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal and interest amount (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Conversion Shares within seven (7) business days after the Delivery Date, such Subscriber will be entitled to revoke all or dividends required part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and such Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Samples: Subscription Agreement (China Cablecom Holdings, Ltd.)
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of Holder the converting Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants and covenants that no instructions other than these instructions have been or will be given to the any transfer agent of the Company’s Common Stock and that, unless waived by that the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.
(b) Subscriber will give notice of its decision to exercise its right to convert this Note or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 of this Note. The Subscriber will not be required to surrender this Note until this Note has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing such shares shall contain no legend other than the Conversion Shares issuable upon conversion of this Note to the Subscriber via express courier for receipt by such Subscriber on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic usual 1933 Act restriction from transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company.
(c) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable lawlegend. In the event that the rate of interest or dividends required Shares are sold in a manner that complies with an exemption from registration, the Company will, to be paid or other charges hereunder exceed the maximum permitted by extent such law, any payments in excess of such maximum shall be credited against amounts owed removal is permissible under applicable law as determined by the Company in its reasonable discretion (including, without limitation, based on the advice of the Company’s legal counsel), promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, provided that Subscriber delivers all reasonably requested representations in support of such opinion.
(b) Pursuant to the terms of a Notice of Conversion and the Note, the Company shall (or, if a transfer agent is appointed, shall cause the transfer agent to) transmit the certificates representing the Shares to the holder of the Note by (i) issuing certificated shares to such holder, or (ii) if a transfer agent is appointed and the holder so elects, by crediting the account of the holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Agent Commission (“DWAC”) system within seven (7) business days after receipt by the Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion in accordance with the requirements of the Note. The holder of the Note shall be treated for all purposes as the beneficial holder of such Shares, or, in the case that Company delivers physical certificates as set forth below, the record holder of such Shares, unless the holder provides the Company written instructions to the contrary. For avoidance of doubt, in the event that Shares cannot be delivered to the Holder via DWAC, (or, if no transfer agent is appointed) the Company shall deliver physical certificates representing the Shares by the Delivery Date to an address designated by the holder.
(c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof later than the Delivery Date could result in economic loss to the affected Subscriber. In addition to other damages or remedies at law or in equity to which the converting Note holder may be entitled, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within ten (10) business days after the Delivery Date, such Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a written notice to such effect to the Company whereupon the Company and thus refunded such Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Plures Technologies, Inc./De)
Conversion of Note. (ai) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, promptly take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall agent, and issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and that, unless waived by Subscriber, provided the Holder, issuance of the Conversion Shares will be free-tradingis then subject to a current and effective registration statement, and freely transferable, and the certificates for the Conversion Shares will not contain a legend restricting the their resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.
(bii) Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, any sum due to Subscriber under the Transaction Documents including Liquidated Damages, or part thereof by telecopying delivering an executed and completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 14(a) of this NoteAgreement. The Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied given to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above)Date. The Company will itself or cause the Company’s 's transfer agent to transmit the Company’s certificates for the Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the Subscriber via express mail or overnight courier service for receipt by Subscriber within three (3) business days after receipt by the Company of the Notice of Conversion (such Subscriber on or before third day being the "Delivery Date (as defined aboveDate"). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must shall be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this the Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion, Subscriber hereby indemnifies the Company against any and all loss, damage, liability or expense, including reasonable fees and expenses of counsel, resulting from a third-party claim in an amount in excess of the actual amount then due under the Note or otherwise resulting from the failure of Subscriber to surrender the Note.
(ciii) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder Subscriber and thus refunded to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of Holder the converting Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants and covenants that no instructions other than these instructions have been or will be given to the any transfer agent Collateral Agent of the Company’s Common Stock and that, unless waived by that the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.
(b) Subscriber will give notice of its decision to exercise its right to convert this Note or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 of this Note. The Subscriber will not be required to surrender this Note until this Note has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing such shares shall contain no legend other than the Conversion Shares issuable upon conversion of this Note to the Subscriber via express courier for receipt by such Subscriber on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic usual 1933 Act restriction from transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company.
(c) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable lawlegend. In the event that the rate of interest or dividends required Shares are sold in a manner that complies with an exemption from registration, the Company will, to be paid or other charges hereunder exceed the maximum permitted by extent such law, any payments in excess of such maximum shall be credited against amounts owed removal is permissible under applicable law as determined by the Company in its reasonable discretion (including, without limitation, based on the advice of the Company’s legal counsel), promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, provided that Subscriber delivers all reasonably requested representations in support of such opinion.
(b) Pursuant to the terms of a Notice of Conversion and the Note, the Company shall (or, if a transfer agent is appointed, shall cause the transfer agent to) transmit the certificates representing the Shares to the holder of the Note by (i) issuing certificated shares to such holder, or (ii) if a transfer Collateral Agent is appointed and the holder so elects, by crediting the account of the holder’s designated broker with the Depository Trust Corporation (“DTC”) through its Deposit Withdrawal Collateral Agent Commission (“DWAC”) system within seven (7) business days after receipt by the Company of the Notice of Conversion (the “Delivery Date”). In the case of the exercise of the conversion rights set forth herein, the conversion privilege shall be deemed to have been exercised and the Shares issuable upon such conversion shall be deemed to have been issued upon the date of receipt by the Company of the Notice of Conversion in accordance with the requirements of the Note. The holder of the Note shall be treated for all purposes as the beneficial holder of such Shares, or, in the case that Company delivers physical certificates as set forth below, the record holder of such Shares, unless the holder provides the Company written instructions to the contrary. For avoidance of doubt, in the event that Shares cannot be delivered to the Holder via DWAC, (or, if no transfer agent is appointed) the Company shall deliver physical certificates representing the Shares by the Delivery Date to an address designated by the holder.
(c) The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof later than the Delivery Date could result in economic loss to the affected Subscriber. In addition to other damages or remedies at law or in equity to which the converting Note holder may be entitled, in the event that the Company fails for any reason to effect delivery of the Conversion Shares within ten (10) business days after the Delivery Date, such Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a written notice to such effect to the Company whereupon the Company and thus refunded such Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Plures Technologies, Inc./De)
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and that, unless waived by that the Holder, certificates representing such shares shall contain no legend other than the usual 1933 Act restriction from transfer legend. If and when a Subscriber sells the Conversion Shares (and Warrant Shares), assuming (i) the Registration Statement (as defined below) is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) such Subscriber or its agent confirms in writing to the transfer agent that such Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Conversion Shares (and Warrant Shares) without restrictive legend and the Conversion Shares (and Warrant Shares) will be free-trading, and freely transferable, and will not contain a legend restricting . In the resale or transferability of event that the Conversion Shares provided (and Warrant Shares) are sold in a manner that complies with an exemption from registration, the Conversion Shares are being sold Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend (indefinitely, if pursuant to an effective registration statement covering Rule 144(k) of the Conversion Shares or are otherwise exempt from registration1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion).
(b) A Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, or part thereof by telecopying an executed and telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Such Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a “Conversion Date (as defined above). Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of this Note to the such Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after receipt by the Company of the Notice of Conversion (such third day being the “Delivery Date (as defined aboveDate”). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementsSubscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the such Subscriber if requested by Subscriber, provided the such Subscriber delivers the original Note to the Company.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawConversion Shares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to a Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to such Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal and interest amount (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Conversion Shares within seven (7) business days after the Delivery Date or dividends required make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), such Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and such Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require The Company agrees and acknowledges that despite the payment pendency of a rate of interest or other charges not yet effective Registration Statement which includes for registration the Registrable Securities (as defined in excess Section 11.1(iv)), a Subscriber is permitted to and the Company will issue to such Subscriber Conversion Shares and Warrant Shares upon exercise of the maximum permitted Warrants. Such Conversion Shares will, if required by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments bear the legends described in excess Section 4 above and if the requirements of such maximum shall Rule 144 under the 1933 Act are satisfied, be credited against amounts owed by the Company to the Holder and thus refunded to the Companyresalable thereunder.
Appears in 1 contract
Samples: Subscription Agreement (Commonwealth Biotechnologies Inc)
Conversion of Note. (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.
(b) Subscriber will give notice of its decision to exercise its right to convert this Note or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 of this Note. The Subscriber will not be required to surrender this Note until this Note has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s 's transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this Note to the Subscriber via express courier for receipt by such Subscriber on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company.
(c) Nothing contained herein or The Company understands and agrees that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawConversion Shares in the form required pursuant to Section 2.5(a) hereof, after the Delivery Date (as hereinafter defined) could result in economic loss to the Holder. In As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Conversion Shares upon Conversion of the Note in the amount of $1,000 per business day after the Delivery Date for each $10,000 of Note principal amount being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the rate Company fails for any reason to effect delivery of interest the Conversion Shares by the Delivery Date the Holder will be entitled to revoke all or dividends required part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Samples: Convertible Debenture (Cargo Connection Logistics Holding, Inc.)
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and thatthat the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Conversion Shares, unless waived by assuming (i) a registration statement including such Conversion Shares for registration, filed with the HolderCommission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Conversion Shares without restrictive legend and the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting . In the resale or transferability of the Conversion Shares provided event that the Conversion Shares are being sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely, if pursuant to an effective registration statement covering Rule 144(b)(1)(i) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion.
(b) Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, or part thereof by telecopying an executed and telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a “Conversion Date (as defined above). Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the Subscriber via express courier for receipt by such Subscriber on or before within seven (7) business days after the Delivery Conversion Date (as defined abovesuch third day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementsSubscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawConversion Shares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Conversion Shares within seven (7) business days after the Delivery Date or dividends required make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the damages payable in connection with the Company’s default shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and thatthat the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when Subscriber sells the Shares, unless waived by assuming (i) a registration statement including such Shares for registration, filed with the HolderCommission is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Conversion Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, and the Company will not contain a legend restricting promptly instruct its counsel to issue to the resale or transferability transfer agent an opinion permitting removal of the Conversion Shares provided the Conversion Shares are being sold legend indefinitely, if pursuant to an effective registration statement covering Rule 144(b)(1)(i) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion.
(b) Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, or part thereof by telecopying an executed and telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time ("ET") (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a "Conversion Date (as defined above). Date." The Company will itself or cause the Company’s 's transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the Subscriber via express courier for receipt by such Subscriber on or before within four (4) business days after the Delivery Conversion Date (as defined abovesuch fourth day being the "Delivery Date"). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementsSubscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively, later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note, the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered not to exceed a maximum permitted by applicable lawof 15% of the principal amount outstanding on the Note. In The Company shall pay any payments incurred under this Section upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Conversion Shares within seven (7) business days after the Delivery Date or dividends required make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the damages payable in connection with the Company's default shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Samples: Subscription Agreement (AirtimeDSL)
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and that, unless waived by that the Holdercertificates representing such shares shall contain no legend other than the usual 1933 Act restriction from transfer legend. In the event that the Shares are sold in a manner that complies with an exemption from registration, the Conversion Shares Company will be free-trading, and freely transferable, and will not contain a legend restricting promptly instruct its counsel to issue to the resale or transferability transfer agent an opinion permitting removal of the Conversion Shares provided the Conversion Shares are being sold legend indefinitely, if pursuant to an effective registration statement covering Rule 144(k) of the Conversion Shares or are otherwise exempt from registration1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion. When referred to herein, Rule 144(k) shall mean such sections of Rule 144 under the 1933 Act which allow resales of “restricted stock” (as employed in Rule 144) by non-affiliates of the Company without volume limitations and without further restriction on transfer.
(b) A Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, or part thereof by telecopying an executed and telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is attached annexed as “Exhibit A A” to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Such Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET or at any time or a non-business day then the next business day) shall be deemed a “Conversion Date (as defined above). Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the such Subscriber via express courier for receipt by such Subscriber on or before within seven (7) business days after receipt by the Company of the Notice of Conversion (such seventh day being the "Delivery Date (as defined aboveDate"). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementsSubscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the such Subscriber if requested by Subscriber, provided the such Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion of a Note, such Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawShares in the form required pursuant to Section 7.1 hereof later than the Delivery Date could result in economic loss to the Subscriber. In As compensation to a Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to such Subscriber for late issuance of Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount (and proportionately for other amounts) being converted of the corresponding Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Shares within seven (7) business days after the Delivery Date, such Subscriber will be entitled to revoke all or dividends required part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and such Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and thatthat the certificates representing such shares shall contain no legend other than the usual 1933 Act restriction from transfer legend. If and when the Subscriber sells the Shares and Warrant Shares, unless waived by assuming (i) the HolderRegistration Statement (as defined below) is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) the Subscriber confirms in writing to the transfer agent that the Subscriber has complied with the prospectus delivery requirements, the Conversion restrictive legend can be removed and the Shares and Warrant Shares will be free-trading, and freely transferable. In the event that the Shares and Warrant Shares are sold in compliance with Rule 144 in a manner that complies with an exemption from registration, and the Company will not contain a legend restricting promptly instruct its counsel to issue to the resale or transferability transfer agent an opinion permitting removal of the Conversion Shares provided the Conversion Shares are being sold legend (indefinitely, if pursuant to an effective registration statement covering Rule 144(k) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act).
(b) Subscriber will give notice of its decision to exercise its right to convert this the Note and interest or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above)Date. The Company will itself or cause the Company’s 's transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after receipt by the Company of the Notice of Conversion (such third day being the "Delivery Date (as defined aboveDate"). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this the Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion, the Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note. "Business day" and "trading day" as employed in the Transaction Documents is a day that the New York Stock Exchange is open for trading for three or more hours.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawShares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively after the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to the Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Subscriber for late issuance of Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount being converted of the corresponding Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Shares by the Delivery Date or dividends required make payment by the Mandatory Redemption Payment Date, the Subscriber may revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall shall, to the extent permitted by law, be credited against amounts owed by the Company to the Holder Subscriber and thus refunded to the Company.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and thatthat the certificates representing such shares shall contain no legend other than the usual 1933 Act restriction from transfer legend. If and when a Subscriber sells the Shares, unless waived by assuming (i) the HolderRegistration Statement (as defined below) is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) such Subscriber or its agent confirms in writing to the transfer agent that such Subscriber has complied with the prospectus delivery requirements, the Conversion Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, and the Company will not contain a legend restricting promptly instruct its counsel to issue to the resale or transferability transfer agent an opinion permitting removal of the Conversion Shares provided the Conversion Shares are being sold legend (indefinitely, if pursuant to an effective registration statement covering Rule 144(k) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor ninety (90) days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion).
(b) A Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, or part thereof by telecopying an executed and telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Such Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET then the next business day) shall be deemed a “Conversion Date (as defined above). Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the such Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after receipt by the Company of the Notice of Conversion (such third day being the “Delivery Date (as defined aboveDate”). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementsSubscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the such Subscriber if requested by Subscriber, provided the such Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion of a Note, such Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawShares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to a Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to such Subscriber for late issuance of Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount (and proportionately for other amounts) being converted of the corresponding Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Shares within seven (7) business days after the Delivery Date or dividends required make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), such Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and such Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require The Company agrees and acknowledges that despite the payment pendency of a rate of interest or other charges not yet effective Registration Statement which includes for registration the Registrable Securities (as defined in excess Section 11.1(iv)), a Subscriber is permitted to and the Company will issue to such Subscriber Shares upon conversion of the maximum permitted Note and Warrant Shares upon exercise of the Warrants. Such Shares will, if required by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments bear the legends described in excess Section 4 above and if the requirements of such maximum shall Rule 144 under the 1933 Act are satisfied, be credited against amounts owed by the Company to the Holder and thus refunded to the Companyresalable thereunder.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and thatthat the certificates representing such shares shall contain no legend other than the usual 1933 Act restriction from transfer legend. If and when the Subscriber sells the Shares, unless waived by assuming (i) the HolderRegistration Statement (as defined below) is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) the Subscriber or its agent confirms in writing to the transfer agent that the Subscriber has complied with the prospectus delivery requirements, the Conversion restrictive legend can be removed and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, and the Company will not contain a legend restricting promptly instruct its counsel to issue to the resale or transferability transfer agent an opinion permitting removal of the Conversion Shares provided the Conversion Shares are being sold legend (indefinitely, if pursuant to an effective registration statement covering Rule 144(k) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act).
(b) Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, any sum due to the Subscriber under the Transaction Documents including Liquidated Damages, or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM EST (or if received by the Company after 6 PM EST then the next business day) shall be deemed a “Conversion Date (as defined above). Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after receipt by the Company of the Notice of Conversion (such third day being the "Delivery Date (as defined aboveDate"). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this the Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion of a Note, the Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note. As employed in the Transaction Documents “business day” and “trading day” is a day that the New York Stock Exchange is open for trading for three or more hours.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawShares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively later than two business days after the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to the Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Subscriber for late issuance of Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount being converted of the corresponding Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Shares by 7 business days after the Delivery Date or dividends required make payment by 7 business days after the Mandatory Redemption Payment Date, the Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require The Company agrees and acknowledges that despite the payment pendency of a rate of interest or other charges not yet effective Registration Statement which includes for registration the Registrable Securities (as defined in excess Section 11.1(iv)), the Subscriber is permitted to and the Company will issue to the Subscriber Shares upon conversion of the maximum permitted Note and Warrant Shares upon exercise of the Warrants. Such Shares will, if required by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments bear the legends described in excess Section 4 above and if the requirements of such maximum shall Rule 144 under the 1933 Act are satisfied be credited against amounts owed by the Company to the Holder and thus refunded to the Companyresalable thereunder.
Appears in 1 contract
Samples: Subscription Agreement (Liberty Star Uranium & Metals Corp.)
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and thatthat the certificates representing such shares shall contain no legend other than the usual 1933 Act restriction from transfer legend. If and when the Subscriber sells the Shares, unless waived by assuming (i) the HolderRegistration Statement (as defined below) is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) the Subscriber or its agent confirms in writing to the transfer agent that the Subscriber has complied with the prospectus delivery requirements, the Conversion restrictive legend can be removed and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, and the Company will not contain a legend restricting promptly instruct its counsel to issue to the resale or transferability transfer agent an opinion permitting removal of the Conversion Shares provided the Conversion Shares are being sold legend (indefinitely, if pursuant to an effective registration statement covering Rule 144(k) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act).
(b) Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, any sum due to the Subscriber under the Transaction Documents including Liquidated Damages, or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above)Date. The Company will itself or cause the Company’s transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after receipt by the Company of the Notice of Conversion (such fifth day being the "Delivery Date (as defined aboveDate"). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this the Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion of a Note, the Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note. As employed in the Transaction Documents “business day” and “trading day” is a day that the New York Stock Exchange is open for trading for three or more hours.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawShares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively after the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to the Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Subscriber for late issuance of Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount being converted of the corresponding Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Shares by the Delivery Date or dividends required make payment by the Mandatory Redemption Payment Date, the Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require The Company agrees and acknowledges that despite the payment pendency of a rate of interest or other charges not yet effective Registration Statement which includes for registration the Registrable Securities [as defined in excess Section 11.1(iv)], the Subscriber is permitted to and the Company will issue to the Subscriber Shares upon conversion of the maximum permitted Note and Warrant Shares upon exercise of the Warrants. Such Shares will, if required by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments bear the legends described in excess Section 4 above and if the requirements of such maximum shall Rule 144 under the 1933 Act are satisfied be credited against amounts owed by the Company to the Holder and thus refunded to the Companyresalable thereunder.
Appears in 1 contract
Samples: Subscription Agreement (Lotus Pharmaceuticals, Inc.)
Conversion of Note. (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.
(b) Subscriber will give notice of its decision to exercise its right to convert this Note or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 of this Note. The Subscriber will not be required to surrender this Note until this Note has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of this Note to the Subscriber via express courier for receipt by such Subscriber on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company.
(c) Nothing contained herein or The Company understands and agrees that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawConversion Shares in the form required pursuant to Section 2.5(a) hereof, after the Delivery Date (as hereinafter defined) could result in economic loss to the Holder. In As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Conversion Shares upon Conversion of the Note in the amount of S500 per business day after the Delivery Date for each $10,000 of Note principal amount being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the rate Company fails for any reason to effect delivery of interest the Conversion Shares by the Delivery Date the Holder will be entitled to revoke all or dividends required part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Samples: Convertible Debenture (Mindpix Corp)
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and thatthat the certificates representing such shares shall contain no legend other than the usual 1933 Act restriction from transfer legend. If and when a Subscriber sells the Conversion Shares, unless waived by assuming (i) the HolderRegistration Statement (as defined below) is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) such Subscriber or its agent confirms in writing to the transfer agent that such Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Conversion Shares without restrictive legend and the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting . In the resale or transferability of the Conversion Shares provided event that the Conversion Shares are being sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend (indefinitely, if pursuant to an effective registration statement covering Rule 144(k) of the Conversion Shares or are otherwise exempt from registration1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion).
(b) A Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, or part thereof by telecopying an executed and telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Such Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET then the next business day) shall be deemed a “Conversion Date (as defined above). Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this Note to the such Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after receipt by the Company of the Notice of Conversion (such third day being the "Delivery Date (as defined aboveDate"). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementsSubscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the such Subscriber if requested by Subscriber, provided the such Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion of a Note, such Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawConversion Shares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to a Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to such Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Conversion Shares within seven (7) business days after the Delivery Date or dividends required make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), such Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and such Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require The Company agrees and acknowledges that despite the payment pendency of a rate of interest or other charges not yet effective Registration Statement which includes for registration the Registrable Securities (as defined in excess Section 11.1(iv)), a Subscriber is permitted to and the Company will issue to such Subscriber Conversion Shares and Warrant Shares upon exercise of the maximum permitted Warrants. Such Conversion Shares will, if required by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments bear the legends described in excess Section 4 above and if the requirements of such maximum shall Rule 144 under the 1933 Act are satisfied, be credited against amounts owed by the Company to the Holder and thus refunded to the Companyresalable thereunder.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder Subscriber (or its permitted nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and thatthat the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when a Subscriber sells the Shares, unless waived by assuming (i) the HolderRegistration Statement (as defined below) is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) such Subscriber or its agent confirms in writing to the transfer agent that such Subscriber has complied with the prospectus delivery requirements, the Conversion Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, and the Company will not contain a legend restricting promptly instruct its counsel to issue to the resale or transferability transfer agent an opinion permitting removal of the Conversion Shares provided the Conversion Shares are being sold legend (indefinitely, if pursuant to an effective registration statement covering Rule 144(b)(1)(i) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers all reasonably requested representations in support of such opinion).
(b) A Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest, or part thereof by telecopying an executed and telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Such Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET then the next business day) shall be deemed a “Conversion Date (as defined above). Date.” The Company will itself or cause the Company’s transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the such Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after the Notice of Conversion is given by the Subscriber (such third day being the "Delivery Date (as defined aboveDate"). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementsSubscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the such Subscriber if requested by Subscriber, provided the such Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion of a Note, such Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawShares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to a Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to such Subscriber for late issuance of Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount (and proportionately for other amounts) being converted of the corresponding Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Shares within seven (7) business days after the Delivery Date or dividends required make payment within seven (7) business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), such Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and such Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Samples: Subscription Agreement (Boomj Inc)
Conversion of Note. (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s 's transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s 's Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.
(b) Subscriber will give notice of its decision to exercise its right to convert this Note or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 of this Note. The Subscriber will not be required to surrender this Note until this Note has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s 's transfer agent to transmit the Company’s 's Common Stock certificates representing the Conversion Shares issuable upon conversion of this Note to the Subscriber via express courier for receipt by such Subscriber on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company.
(c) Nothing contained herein or The Company understands and agrees that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawConversion Shares in the form required pursuant to Section 2.5(a) hereof, after the Delivery Date (as hereinafter defined) could result in economic loss to the Holder. In As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Conversion Shares upon Conversion of the Note in the amount of $500 per business day after the Delivery Date for each $10,000 of Note principal amount being converted of the corresponding Conversion Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the holder, in the event that the rate Company fails for any reason to effect delivery of interest the Conversion Shares by the Delivery Date the Holder will be entitled to revoke all or dividends required part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of Holder (or its nominee) or such other persons as designated by Holder and in such denominations to be specified at conversion representing the number of Conversion Shares issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and that, unless waived by the Holder, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are being sold pursuant to an effective registration statement covering the Conversion Shares or are otherwise exempt from registration.
(b) Subscriber will give notice of its decision to exercise its right to convert this Note or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 of this Note. The Subscriber will not be required to surrender this Note until this Note has been fully converted or satisfied, with each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above). The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of this Note to the Subscriber via express courier for receipt by such Subscriber on or before the Delivery Date (as defined above). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirements. A Note representing the balance of this Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the original Note to the Company.
(c) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.
Appears in 1 contract
Samples: Convertible Debenture (Mindpix Corp)
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of Holder Subscriber (or its nominee) or such other persons as designated by Holder Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of common stock issuable upon such conversion. The Company warrants that no instructions regarding the Notes and Warrants other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and that, unless waived by the HolderSubscriber, the Conversion Shares will be free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Conversion Shares provided the Conversion Shares are concurrently being sold pursuant to an effective registration statement covering the Conversion Shares. Otherwise, such Shares or are otherwise exempt from registrationwill bear the legend set forth in Section 4 (e) hereof.
(b) Subscriber will give notice of its decision to exercise its right to convert this the Note or part thereof by telecopying an executed and completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof shall be deemed a Conversion Date (as defined above)Date. The Company will itself or cause instruct the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after receipt by the Company of the Notice of Conversion (such third day being the “Delivery Date (as defined aboveDate”). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementsSubscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the Subscriber if requested by Subscriber, provided the Subscriber delivers the an original Note to the Company.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawShares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, later than two business days after the Delivery Date or later than the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. In As compensation to the Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Subscriber for late issuance of Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount being converted of the corresponding Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Shares by the Delivery Date or dividends required make payment by the Mandatory Redemption Payment Date, the Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder Subscriber and thus refunded to the Company.
Appears in 1 contract
Conversion of Note. (a) Upon the conversion of this a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering, an opinion of counsel to assure that the Company’s transfer agent shall issue stock certificates in the name of Holder a Subscriber (or its permitted nominee) or such other persons as designated by Holder such Subscriber and in such denominations to be specified at conversion representing the number of Conversion Shares shares of Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company’s Common Stock and thatthat the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h). If and when a Subscriber sells the Shares, unless waived by assuming (i) a registration statement including such Shares is effective and the Holderprospectus, as supplemented or amended, contained therein is current and (ii) such Subscriber or its agent confirms in writing to the transfer agent that such Subscriber has complied with the prospectus delivery requirements, the Conversion Company will reissue the Shares without restrictive legend and the Shares will be free-trading, and freely transferable. In the event that the Shares are sold in a manner that complies with an exemption from registration, and the Company will not contain a legend restricting promptly instruct its counsel to issue to the resale or transferability transfer agent an opinion permitting removal of the Conversion Shares provided the Conversion Shares are being sold legend (indefinitely, if pursuant to an effective registration statement covering Rule 144(b)(1)(i) of the Conversion Shares 1933 Act, or are otherwise exempt from registrationfor 90 days if pursuant to other provisions of Rule 144 of the 1933 Act, provided Subscriber delivers a reasonably requested representation in support of such opinion).
(b) A Subscriber will give notice of its decision to exercise its right to convert this Note the Note, interest or part thereof by telecopying an executed and or otherwise delivering a completed Notice of Conversion (a form of which is attached annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or overnight courier or otherwise pursuant to Section 4.2 13(a) of this NoteAgreement. The Such Subscriber will not be required to surrender this the Note until this the Note has been fully converted or satisfied, with each . Each date on which a Notice of Conversion is telecopied to the Company in accordance with the provisions hereof by 6:00 PM Eastern Time (ET) (or if received by the Company after 6:00 PM ET, then the next business day) shall be deemed a “Conversion Date (as defined above)Date”. The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of this the Note to the such Subscriber via express courier for receipt by such Subscriber on or before within three (3) business days after receipt by the Company of the Notice of Conversion (such third day being the “Delivery Date (as defined aboveDate”). In the event the Conversion Shares are electronically transferable, then delivery of the Conversion Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber and the Subscriber has complied with all applicable securities laws in connection with the sale of the Common Stock, including, without limitation, the prospectus delivery requirementssuch Subscriber. A Note representing the balance of this the Note not so converted will be provided by the Company to the a Subscriber if requested by such Subscriber, provided the such Subscriber delivers the original Note to the Company. In the event that a Subscriber elects not to surrender a Note for reissuance upon partial payment or conversion of a Note, such Subscriber hereby indemnifies the Company against any and all loss or damage attributable to a third-party claim in an amount in excess of the actual amount then due under the Note.
(c) Nothing contained herein or The Company understands that a delay in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess delivery of the maximum permitted by applicable lawShares in the form required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount described in Section 7.2 hereof, respectively later than the Delivery Date or the Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to a Subscriber. In As compensation to a Subscriber for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to such Subscriber for late issuance of Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the Note in the amount of $100 per business day after the Delivery Date for each $10,000 of Note principal amount (and proportionately for other amounts) being converted of the corresponding Shares which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to such Subscriber, in the event that the rate Company fails for any reason to effect delivery of interest the Shares within 7 business days after the Delivery Date or dividends required make payment within 7 business days after the Mandatory Redemption Payment Date (as defined in Section 7.2 below), such Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and such Subscriber shall each be paid or other charges hereunder exceed restored to their respective positions immediately prior to the maximum permitted by such law, any payments in excess delivery of such maximum notice, except that the liquidated damages described above shall be credited against amounts owed by payable through the Company to the Holder and thus refunded date notice of revocation or rescission is given to the Company.
(d) Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require The Company agrees and acknowledges that despite the payment pendency of a rate of interest or other charges in excess not yet effective registration statement which includes for registration the Securities, the Subscriber is permitted to and the Company will issue to the Subscriber Shares upon conversion of the maximum permitted Note and Warrant Shares upon exercise of the Warrants. Such Shares will, if required by applicable law. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments bear the legends described in excess Section 4 above and if the requirements of such maximum shall Rule 144 under the 1933 Act are satisfied be credited against amounts owed by the Company to the Holder and thus refunded to the Companyimmediately resalable thereunder.
Appears in 1 contract
