Common use of Issuance of Certificates; Time Conversion Effected Clause in Contracts

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice and surrender of the certificate or certificates for the share or shares of Converting Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Ratio shall be determined as of the close of business on the date on which the Conversion Notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc), Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc)

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Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice written notice referred to in paragraph 5A and surrender of the certificate or certificates for the share or shares of Converting Series A Convertible Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Series A Convertible Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Series A Conversion Ratio Price shall be determined as of the close of business on the date on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Series A Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 2 contracts

Samples: Convertible Preferred Stock Purchase Agreement, Registration Rights Agreement (Seachange International Inc)

Issuance of Certificates; Time Conversion Effected. Promptly (i) Promptly, but in no event more than three business days, after the receipt of the Conversion Notice referred to in Subparagraph 5(c) (and surrender of the certificate or certificates for the share or shares of Converting Series H Convertible Preferred Stock to be convertedconverted within three business days after the receipt of the Conversion Notice, if requested), the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of into which such share or shares of Converting Series H Convertible Preferred StockStock are converted. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Ratio shall be determined as of the close of business on the date on which the such Conversion Notice shall have been received by the Corporation and at the certificate or certificates for time specified stated in such share or shares shall have been surrendered as aforesaidConversion Notice, which must be during the calendar day of such notice, and at such time the rights of the holder of such share or shares of Converting Series H Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby. Issuance of shares of Common Stock issuable upon conversion which are requested to be registered in a name other than that of the registered holder shall be subject to compliance with all applicable federal and state securities laws.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Integrated Surgical Systems Inc)

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice written notice referred to in Section 2.7a(a) and surrender of the certificate or certificates for the share or shares of Converting Series B Preferred Stock to be converted, or upon consummation of the Qualified Public Offering), the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Series B Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected effected, and the Series B Conversion Ratio Price shall be determined determined, as of the close of business on (i) in the case of a conversion pursuant to Section 2.7a(a), the date on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaidaforesaid or, (ii) in the case of a conversion pursuant to Section 2.7a(b), the date of consummation of such public offering, and at such time the rights of the holder of such share or shares of Converting Series B Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 1 contract

Samples: Employment Agreement (Jacobs Jay Inc)

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice written notice referred to in subparagraph 6A and surrender of the certificate or certificates for the share or shares of Converting Series A Convertible Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Series A convertible Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Ratio Price shall be determined as of the close of business on the date on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Series A Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 1 contract

Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Medical Sterilization Inc)

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice written notice referred to in subsection (a) and surrender of the certificate or certificates for the share or shares of Converting Series A Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Series A Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Ratio Price shall be determined as of the close of business on the date on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Series A Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medical Technology Systems Inc /De/)

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice written notice referred to in subsection 6(a) and surrender of the certificate or certificates for the share or shares of Converting the Class A Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the such holder, registered in such name or names as such holder may direct, subject to compliance with applicable laws (as evidenced by an opinion of counsel acceptable to the Corporation, if the Corporation so requests) to the extent such designation shall involve a transfer, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Class A Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Class A Conversion Ratio Price shall be determined as of the close of business on the date on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaidaforesaid (the "CONVERSION EFFECTIVE DATE"), and at such time the rights of the holder of such share or shares of Converting Class A Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.,

Appears in 1 contract

Samples: Employment Agreement (Medical Industries of America Inc)

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice written notice referred to in subparagraph 6A and surrender of the certificate or certificates for the share or shares of Converting Series A Convertible Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such shares of Common Stock issuable upon the conversion of such share or shares of Converting Series A Convertible Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Ratio Price shall be determined as of the close of business on the date on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Series A Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 1 contract

Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Medical Sterilization Inc)

Issuance of Certificates; Time Conversion Effected. Promptly (i) Promptly, but in no event more than three (3) Trading Days, after the receipt of the Conversion Notice and referred to in Section 1.1 (c) and, if applicable, surrender of the certificate or certificates for the share or shares of Converting Preferred Stock Debentures to be convertedconverted (if required), the Corporation Company shall issue and deliver, or cause to be issued and delivered, to the holderInvestor, registered in such name or names as such holder Investor may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of Conversion Shares into which such share or shares of Converting Preferred StockDebentures have been converted. To the extent permitted by law, such Such conversion shall be deemed to have been effected and the Conversion Ratio shall be determined as of the close of business on the date on which the such Conversion Notice shall have been received by the Corporation Company and at the certificate or certificates for time specified stated in such share or shares shall have been surrendered as aforesaidConversion Notice, which must be during the calendar day of such notice, and at such time the rights of the holder Investor of such share or shares of Converting Preferred Stock Debentures shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion Conversion Shares shall be deemed to have become the holder Holder or holders Holders of record of the shares represented thereby. Issuance of the Conversion Shares which are requested to be registered in a name other than that of the registered Holder shall be subject to compliance with all applicable federal and state securities laws.

Appears in 1 contract

Samples: Purchase Agreement (Transmeridian Exploration Inc)

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice written notice referred to in subparagraph 6A and surrender of the certificate or certificates for the share or shares of Converting Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the applicable Conversion Ratio Price shall be determined as of the close of business on the date on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 1 contract

Samples: Series a Stock Purchase Agreement (Neon Systems Inc)

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Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice written notice referred to in Section 7(a) and surrender of the certificate or certificates for the share or shares of Converting Preferred Class B Capital Stock to be convertedconverted or, in the event the certificate or certificates are lost, stolen or missing, an affidavit of loss and indemnity agreement in a form acceptable to the Corporation together with a guarantee of performance under such indemnity agreement from an Affiliate of the holder of such Certificate in a form and amount and from such Affiliate as is reasonably satisfactory to the Corporation, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Preferred Class B Capital Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Ratio Rate shall be determined as of the close of business on the date on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Preferred Class B Capital Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Plug Power Inc)

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt by the Corporation of the Conversion Notice a written notice referred to in subparagraph 4A(1) or (2) and surrender of the certificate or certificates for the share or shares of Converting the Convertible Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, subject to compliance with applicable laws to the extent such designation shall involve a transfer, a certificate or certificates for the number of whole shares of Class A Common Stock issuable upon the conversion of such share or shares of Converting Convertible Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Ratio shall be determined as of immediately prior to the close of business on the date on which the Conversion Notice shall have been received by the Corporation and day the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Class A Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 1 contract

Samples: Stockholders Agreement (United Surgical Partners International Inc)

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice written notice referred to in Section 6(a) and surrender of the certificate or certificates for the share or shares of Converting Series A Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Series A Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Ratio shall be determined as of the close of business on the date on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Series A Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 1 contract

Samples: Debt Exchange Agreement (Escalon Medical Corp)

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice written notice referred to in subparagraph 6A and surrender of the certificate or certificates for the share or shares of Converting Series A Convertible Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Series A Convertible Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the applicable Conversion Ratio Price shall be determined as of the close of business on the date dates on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Series A Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 1 contract

Samples: Registration Rights Agreement (Ets International Inc)

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the Conversion Notice written notice referred to in subparagraph 6A and surrender of the certificate or certificates for the share or shares of Converting Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Ratio Price shall be determined as of the close of business on the date on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

Appears in 1 contract

Samples: New Era of Networks Inc

Issuance of Certificates; Time Conversion Effected. Promptly after the receipt by the Corporation of the Conversion Notice written notice referred to in Section 4(a) above and surrender of the certificate or certificates for the share or shares of Converting the Convertible Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, subject to compliance with applicable laws to the extent such designation shall involve a transfer, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Converting Convertible Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Conversion Ratio Conver- sion Price shall be determined as of the close of business on the date on which the Conversion Notice such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Converting Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.of

Appears in 1 contract

Samples: Securities Purchase Agreement (Aurora Electronics Inc)

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