Common use of Exercise of Conversion Right Clause in Contracts

Exercise of Conversion Right. (a) In order to exercise the conversion right provided in Section 8.1, a Holder of the Debentures shall surrender the Debentures at the office of the Company or other registrar appointed by the Company, together with a conversion notice in the form attached to the Debenture as Exhibit A thereto. Such Holder shall thereupon be deemed the holder of the underlying shares of Common Stock, and the principal amount so converted of such Debentures shall be deemed to have been paid in full. No adjustments with respect to interest or dividends shall be made on the portion of any Debenture converted under this Section. Thereupon such Holder and/or, subject to the terms of this Agreement, including payment of all applicable stamp or security transfer taxes or other governmental charges, Holder's nominee(s) or assignee(s), shall be entitled to be entered in the books of the Company as of the Date of Conversion (or such later date as is specified in subsection 8.2(b)) as the holder of the number of shares of Common Stock into which the applicable principal amount of such Debenture is convertible in accordance with the provisions of this Article 8 and, as soon as practicable thereafter, the Company shall deliver to such Debenture Holder and/or, subject as aforesaid, the Holder's nominee(s) or assignee(s), a certificate or certificates for such shares of Common Stock and, if applicable, a check for any amount payable under Section 8.5.

Appears in 2 contracts

Samples: Subscription and Purchase Agreement (Renaissance Entertainment Corp), Subscription and Purchase Agreement (Renaissance Entertainment Corp)

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Exercise of Conversion Right. (a) In order to exercise the conversion right provided in Section section 8.1, a Holder of the Debentures B Notes shall surrender the Debentures B Notes at the office of the Company or other registrar appointed by the Company, together with a conversion notice in the form attached to the Debenture B Note as Exhibit A thereto. Such Holder shall thereupon be deemed the holder of the underlying shares of Common Stock, and the principal amount so converted of such Debentures B Notes shall be deemed to have been paid in full. No adjustments with respect to interest or dividends shall be made on the portion of any Debenture B Note converted under this Sectionsection. Thereupon such Holder and/or, subject to the terms of this Agreement, including payment of all applicable stamp or security transfer taxes or other governmental charges, Holder's nominee(s) or assignee(s), shall be entitled to be entered in the books of the Company as of the Date of Conversion (or such later date as is specified in subsection 8.2(b)) as the holder of the number of shares of Common Stock into which the applicable principal amount of such Debenture B Note is convertible in accordance with the provisions of this Article 8 and, as soon as practicable thereafter, the Company shall deliver to such Debenture Holder and/or, subject as aforesaid, the Holder's nominee(s) or assignee(s), a certificate or certificates for such shares of Common Stock and, if applicable, a check for any amount payable under Section section 8.5.

Appears in 2 contracts

Samples: Subscription and Purchase Agreement (Renaissance Entertainment Corp), Subscription and Purchase Agreement (Renaissance Entertainment Corp)

Exercise of Conversion Right. (a) In order to exercise the conversion right provided in Section 8.1, a Holder of the Debentures Notes shall surrender the Debentures Notes at the office of the Company or other registrar appointed by the Company, together with a conversion notice in the form attached to the Debenture Note as Exhibit A thereto. Such Holder shall thereupon be deemed the holder of the underlying shares of Common Stock, and the principal amount so converted of such Debentures Notes shall be deemed to have been paid in full. No adjustments with respect to interest or dividends shall be made on the portion of any Debenture Note converted under this Section. Thereupon such Holder and/or, subject to the terms of this Agreement, including payment of all applicable stamp or security transfer taxes or other governmental charges, Holder's nominee(s) or assignee(s), shall be entitled to be entered in the books of the Company as of the Date of Conversion (or such later date as is specified in subsection 8.2(b)) as the holder of the number of shares of Common Stock into which the applicable principal amount of such Debenture Note is convertible in accordance with the provisions of this Article 8 and, as soon as practicable thereafter, the Company shall deliver to such Debenture Note Holder and/or, subject as aforesaid, the Holder's nominee(s) or assignee(s), a certificate or certificates for such shares of Common Stock and, if applicable, a check for any amount payable under Section 8.5.

Appears in 1 contract

Samples: Subscription and Purchase Agreement (Renaissance Entertainment Corp)

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Exercise of Conversion Right. (a) In order to exercise the Holder's conversion right provided in Section 8.1hereunder, a the Holder of the Debentures shall surrender the Debentures at this Note to the office of the Company and shall deliver to the Company written notice of such conversion (the "CONVERSION NOTICE") at least two (2) Business Days prior to the intended exercise thereof specifying the portion of the Conversion Amount to be converted into Common Stock. Upon receipt of any Conversion Notice, the Company shall within two (2) Business Days (or other registrar appointed by at such later time as to which the Company and the Holder may agree) deliver to the address of the Holder as set forth above, (i) at the Company's expense (including any stamp taxes or similar governmental charges), together with a conversion notice in the form attached to the Debenture as Exhibit A thereto. Such Holder shall thereupon be deemed the holder appropriate number of the underlying duly or validly issued and fully paid and nonassessable shares of Common StockStock and one or more stock certificates therefor (in such number and registered in such names as the Holder may direct), and (ii) to the extent this Note is converted in part only, a new Note (with the same terms as this Note) in principal amount so converted equal to the unconverted portion of such Debentures Note and, to the extent that the entire Conversion Amount is converted and fractional shares would otherwise be issued, cash pursuant to Section 7(b). Such conversion shall be deemed to have been paid in full. No adjustments with respect to interest or dividends made immediately at the close of business on the Business Day of such surrender of this Note, and the Holder shall be made on the portion of any Debenture converted under this Section. Thereupon such Holder and/or, subject to the terms of this Agreement, including payment of treated for all applicable stamp or security transfer taxes or other governmental charges, Holder's nominee(s) or assignee(s), shall be entitled to be entered in the books of the Company as of the Date of Conversion (or such later date as is specified in subsection 8.2(b)) purposes as the record holder of the number of shares of Common Stock into which the applicable principal amount of such Debenture is convertible in accordance with the provisions of this Article 8 and, as soon as practicable thereafter, the Company shall deliver to such Debenture Holder and/or, subject as aforesaid, the Holder's nominee(s) or assignee(s), a certificate or certificates for such shares of Common Stock and, if applicable, a check for any amount payable under Section 8.5as of such date.

Appears in 1 contract

Samples: Note Purchase Agreement (Serviceware Technologies Inc/ Pa)

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