Effect of Conversion, Conversion Procedure, Etc. Upon conversion of any Note pursuant to this Section 3, provided that the securities issued upon such conversion are duly and validly issued and are nonassessable, the Company will be forever released and discharged from all of its obligations and liabilities under such Note, including without limitation the obligation to pay the principal amount and accrued interest. In connection with such conversion, the Company shall have the right to set a reference date for the conversion of accrued interest under the Note. No fractional securities shall be issuable by the Company upon conversion of any Note. In lieu of any fractional security which would otherwise be issuable upon conversion of any Note, the Company shall pay to the holder of such Note an amount in cash equal to the product of such fraction multiplied by the applicable conversion price. The Company shall deliver written notice to the holder at the holder’s address, notifying the holder of the conversion and specifying the number, class, and series, if applicable, of securities into which the note is being converted. Upon conversion of each Note, the holder thereof shall surrender such Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. Following such surrender, the Company will, at its expense, issue and deliver to the such holder, at such principal office, a certificate or certificates for the securities to which such holder is entitled as a result of such conversion and a check payable to such holder for any cash amounts payable in lieu of any fractional share or unit in accordance with this Section 3.4.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement (Vitro Biopharma, Inc.), Convertible Note Purchase Agreement (Vitro Biopharma, Inc.)
Effect of Conversion, Conversion Procedure, Etc. Upon conversion of any the Note pursuant to this Section 3, provided that the securities issued upon such conversion are duly and validly issued and are nonassessable, the Company will be forever released and discharged from all of its obligations and liabilities under such the Note, including without limitation the obligation to pay the principal amount and accrued interest. In connection with such conversion, the Company shall have the right to set a reference date for the conversion of accrued interest under the Note. No fractional securities shall be issuable by the Company upon conversion of any the Note. In lieu of any fractional security which would otherwise be issuable upon conversion of any the Note, the Company shall pay to the holder of such Note Purchaser an amount in cash equal to the product of such fraction multiplied by the applicable conversion price. The Company shall deliver written notice to the holder Purchaser at the holderPurchaser’s address, notifying the holder Purchaser of the conversion and specifying the number, class, and series, if applicable, of securities into which the note Note is being converted. Upon conversion of each the Note, the holder thereof Purchaser shall surrender such the Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. Following such surrender, the Company will, at its expense, issue and deliver to the such holderPurchaser, at such principal office, a certificate (or certificates evidence of book entry recording if the securities are uncertificated) for the securities to which such holder the Purchaser is entitled as a result of such conversion and a check payable to such holder the Purchaser for any cash amounts payable in lieu of any fractional share or unit in accordance with this Section 3.4.
Appears in 2 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Vitro Biopharma, Inc.), Convertible Note and Warrant Purchase Agreement (Vitro Biopharma, Inc.)
