Conversion of the Debenture Sample Clauses

Conversion of the Debenture. (a) At any time and from time to time during the period commencing on the date hereof and ending on the date that is five years after the date first written above (the "Maturity Date"), Agent may convert the entire outstanding principal amount of the Debenture, or any portion thereof, into fully paid and nonassessable shares of Corporation's $.10 par value per share common stock ("Common Stock"), at the conversion rate provided for in paragraph 3(b) below. If Agent has not converted the entire principal amount of the Debenture into Common Stock before the Maturity Date and, provided that no Event of Default has occurred and continues to exist, then the entire remaining principal balance then outstanding under the Debenture shall be converted into Common Stock as of the Maturity Date. If an Event of Default has occurred and continues to exist as of the Maturity Date, then the Maturity Date shall be extended for forty five (45) days to allow Corporation an opportunity to cure such Event of Default to the extent provided below. (b) The number of shares of Common Stock that Agent shall receive upon a conversion of all or a portion of the outstanding principal amount of the Debenture (the "Conversion Shares") shall be determined by dividing the principal amount being converted by ninety percent (90%) of the fair market value of a share of Common Stock as of the Conversion Date. For purposes of this paragraph 3(b), the fair market value of a share of Common Stock shall be determined as follows: (i) If the Common Stock is listed on a National Securities Exchange or admitted to unlisted trading privileges on such exchange or approved for quotation on the Nasdaq Stock Market, the fair market value shall be the average per-share closing price for the ten (10) Business Days immediately preceding the Conversion Date, on such exchange or market, as the case may be, or if no sale of Common Stock is made on any of such days, the average of the closing bid and asked prices for any such day on such exchange or market, as the case may be, shall be used for the purposes of the calculation provided for in this paragraph 3(b)(i); or (ii) If the Common Stock is not so listed, admitted to unlisted trading privileges or approved for quotation, the fair market value shall be the average of the mean of the last reported bid and asked prices (iii) reported by National Quotation Bureau, Inc. for the ten (10) Business Days immediately preceding the Conversion Date; or (iv) If the Comm...
Sample 1
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Conversion of the Debenture. 3.1. At any time during the period between the date of issuance hereof and the [NUMBER] anniversary of such date the debenture holder shall have the option to convert the Principal pursuant to the present Debenture or any part thereof (including all accrued interest and royalties due hereunder and any accrued and unpaid interest on the unpaid interest and/or royalties) into such number of [SPECIFY CLASS] common shares in the capital stock of the Corporation (or any class of shares issued as a result of the redesignation of reclassification of the [SPECIFY CLASS] common shares, hereinafter the “Shares”) calculated as follows, by tendering at any time during normal business hours the Debenture together with a duly completed conversion notice in the form annexed hereto. 3.2. The Conversion Price shall be calculated per share on a fully diluted basis and on the assumption that the fair market value of the Corporation, immediately prior to the exercise by the debenture holder of its conversion rights, is [AMOUNT]. 3.3. For purposes of this Debenture, the phrase “fully diluted” or “on a fully diluted basis” shall mean, when determining the issued and outstanding Common Shares of the Corporation, the aggregate of all issued and outstanding Common Shares and the number of Common Shares that would be issued on the full exercise of all options, warrants and other rights of any kind and whether or not contingent, to acquire or be issued from treasury Common Shares. 3.4. Once the debenture holder shall have complied with the provisions of Section 3.1, the number of Shares to be issued upon the exercise of the conversion right in respect of this Debenture shall be deemed to have been issued and the debenture holder shall be deemed to be registered holder of such Shares as of and from the Conversion Date. 3.5. The Corporation shall immediately after the Conversion Date deliver to the debenture holder following the exercise of its conversion right a certificate for the Shares registered in the name of the debenture holder for the number of Shares to which the debenture holder is entitled. 3.6. Should the debenture holder opt to convert the entire amount contemplated in Section 3.1, the delivery pursuant to subsection 3.4 of the certificate for the appropriate number of Shares registered in the debenture holder’s name shall constitute the performance of all the obligations of the Corporation pursuant to this Debenture, such that all amounts due and payable pursuant to thi...
Sample 1
Conversion of the Debenture. During the Forbearance Period, Montgomery xxxxx xxx convert in excess of $60,000 in principal amount of the Debenture per calendar month. If Montgomery conxxxxx xxx Debenture in a particular calendar month in a principal amount equal to or greater than the Monthly Payment amount, the Company shall be relieved of its obligation to pay the Monthly Payment amount due in the subsequent calendar month, and, to the extent that the amount of the conversion in that month exceeds the Monthly Payment amount, the amount of such excess (the "Excess Amount") shall be deducted from the following months Monthly Payment amount; or, if a conversion occurs in the subsequent month which is equal to or greater than the Monthly Payment amount, the Excess Amount shall be carried forward and offset against future Monthly Payments amounts until such time as the Company has satisfied all accumulated Monthly Payments amounts due by cumulative payments made plus cumulative conversions. Similarly, if, in any month, a conversion occurs for an amount which is less that the Monthly Payment Amount the amount that the Company shall pay in that month shall be reduced by the amount of the conversion.
Sample 1
Conversion of the Debenture. During the Forbearance Period, during the time between the Buyer’s receipt of each Scheduled Payment Amount (each a “Conversion Period”) the Buyers shall convert the Convertible Debentures in accordance with the terms thereof in an amount equal to at least the amount of the prior Scheduled Payment Amount (the “Required Conversion Amount”) subject to the following: (a) for clarification, the Required Conversion Amount shall mean: (i) that the Buyers shall convert as much of the Convertible Debentures up to at least the Scheduled Payment Amount as is possible provided that such Conversion Shares may all be immediately resold by the Buyers under an exemption from registration; and (ii) any remaining portion of the Required Conversion Amount with respect to a particular Scheduled Payment Amount which was not converted due to the inability for resale by the Buyers under an exemption from registration, the Buyers shall convert such remaining portion of the Required Conversion Amount as soon as such Conversion Shares are able to be resold by the Buyers under an exemption from registration, and (b) in no event shall the Required Conversion Amount for any particular Conversion Period require the Buyers to convert into a number of shares which would exceed 30% of the total volume of the Common Stock according to Bloomberg LP during the thirty trading days immediately preceding the first day of such Conversion Period. Counsel to the Company shall provide a legal opinion for use by the Buyers when resale is available for such Conversion Shares under Rule 144, in a form reasonably satisfactory to the Buyers, opining that the allowable amount under Rule 144 of such Conversion Shares may in fact be sold by the Buyers absent registration. In the event that the Buyers convert more than the applicable Required Conversion Amount in any Conversion Period, the Buyer may allocate the amount converted above the Required Conversion Amount towards the Required Conversion Amount during subsequent Conversion Periods.
Sample 1
Conversion of the Debenture. Conversion of the Debenture to Common Stock may be made pursuant to the timetable set forth in Section 3.2. The Debenture may be held by Purchaser for up to two (2) years from the Closing Date. If any Debenture remain outstanding on the second anniversary of the Closing Date, subject to the provisions of Section 4.8 hereof, all remaining portions of the Debenture will be converted on that date at the conversion price as defined herein. This two year period shall be extended for each day after sixty (60) days from the date of exercise of the Demand Registration Right, that the Registration Statement is not effective.
Sample 1
Conversion of the Debenture. 2.1 The Debentureholder may elect at any time or from time to time, at the Debentureholder's option, prior to the close of business on the Maturity Date, to convert all or any portion of the then outstanding Principal of a Debenture into fully paid and non-assessable Shares at the Conversion Price (the "Conversion Right"). 2.2 Upon the exercise of its Conversion Right, the Debentureholder shall surrender the Debenture, together with the conversion form attached hereto, duly executed (the "Conversion Notice"), to the Company at its address set forth under Section 0 or at such other place as the Company may advise the Debentureholder in writing. Conversion shall be deemed to have been effected on the date (the "Conversion Date") on which the Conversion Notice, duly and properly completed, is actually received by the Company. Within the next five (5) Business Days, the Company shall issue and deliver to the Debentureholder: 2.2.1 a certificate or certificates representing the number of Shares purchased upon exercise of the Conversion Right, rounded down to the nearest whole number, registered in the name of the Debentureholder or otherwise as directed in the Conversion Notice; and 2.2.2 cash for any fractional shares in an amount equal to the product of (x) the Conversion Price per Share and (y) any fraction of a Share remaining after conversion pursuant to this Article; and 2.2.3 in the event of any partial conversion of a Debenture, a new Debenture in identical form, the principal amount of which shall be equal to the amount of Principal which was not converted under this Section 0 hereof. The Debentureholder shall be deemed to have become a shareholder of record of Shares on the date that conversion is deemed to have been effected pursuant to this Section 0. 2.3 If the trading price of the Shares for 90 consecutive trading days on the Exchange is at least 250% of the Conversion Price (as defined below), the Company may upon no less than 30 days' prior written notice from the Company require the Debentureholder to exercise its Conversion Right as of the date thereafter specified in such notice and the Debentureholder shall forthwith convert all of the Principal outstanding under this Debenture into Shares at the Conversion Price or failing such exercise will be deemed to have exercised such Conversion Right and thereupon all rights of the Debentureholder to enforce payment hereof or to receive interest shall cease and the Debentureholder's only right will b...
Sample 1
Conversion of the Debenture 
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Related to Conversion of the Debenture

  • Conversion of Debentures Section 16.01.

  • Conversion of Notes (a) Upon the conversion of 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 a Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of 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 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, assuming (i) a registration statement including such Conversion Shares for registration has been filed with the Commission, 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. In the event that the Conversion Shares are 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 such sale is intended to be made in conformity with Rule 144(b)(1)(i) of the 1933 Act, or for 90 days if pursuant to the other provisions of Rule 144 of the 1933 Act, provided that Subscriber delivers reasonably requested representations in support of such opinion. (b) Each Subscriber will give notice of its decision to exercise its right to convert its Note, interest, or part thereof by telecopying, or otherwise delivering a completed Notice of Conversion (a form of which is annexed as Exhibit A to the Note) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of this Agreement. Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. 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.” 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 the Note to Subscriber via express courier for receipt by Subscriber within three days after the Conversion Date (such third day being the “Delivery Date”). In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscriber. A Note representing the balance of the Note not so converted will be provided by the Company to Subscriber if requested by Subscriber, provided Subscriber delivers the original Note to the Company. (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 Subscribers. As compensation to Subscribers for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to each applicable 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 Subscribers, in the event that the Company fails for any reason to effect delivery of the Conversion Shares on or before 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 Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Company.

  • Conversion of Note (a) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of 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 the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold. (b) Subscriber will give notice of its decision to exercise its right to convert the Note or part thereof by telecopying an executed and completed Notice of Conversion (as defined in the Note) to the Company via confirmed telecopier transmission. The Subscriber will not be required to surrender the Note until the Note has been fully converted or satisfied. 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. The Company will or cause the transfer agent to transmit the Company's Common Stock certificates representing the Shares issuable upon conversion of the Note to the Subscriber via express courier for receipt by such Subscriber within three (3) business days after receipt by the Company of the Notice of Conversion (the "Delivery Date"). A Note representing the balance of the Note not so converted will be provided to the Subscriber, if requested by Subscriber. To the extent 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. (c) The Company understands that a delay in the delivery of the Shares in the form required pursuant to Section 9 hereof, or the Mandatory Redemption Amount described in Section 9.2 hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the Subscriber. As compensation to the Subscriber for such loss, the Company agrees to pay late payments to the Subscriber for late issuance of Shares in the form required pursuant to Section 9 hereof upon Conversion of the Note or late payment of the Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Note principal amount being converted or redeemed. 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 the Shares by the Delivery Date or 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 restored to their respective positions immediately prior to the delivery of such notice, except that late payment charges 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 Subscriber and thus refunded to the Company.

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

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

  • Conversion So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower's giving of a Notice of Conversion to the Agent, Convert all or a portion of a Loan of one Type into a Loan of another Type. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted. Each such Notice of Conversion shall be given not later than 11:00 a.m. on the Business Day prior to the date of any proposed Conversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Agent shall notify each Lender by telecopy, or other similar form of transmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telephone (confirmed immediately in writing) or telecopy in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

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

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

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Company Stock (i) Each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

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