Common use of Issuance of Conversion Stock Clause in Contracts

Issuance of Conversion Stock. As soon as practicable after conversion of this Note, the Company at its expense will cause to be issued in the name of and delivered to Holder, a certificate or certificates for tire number of shares of Conversion Stock to which Holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company, by the Company’s Certificate of Incorporation or Bylaws, or by any agreement between the Company and Holder), together with any other securities and property to which Holder is entitled upon such conversion under the terms of this Note. Such conversion shall be deemed to have been made, (a) if made under Section 2.1 above, on the date of the election by the Holder to convert, or (b) if made under Section 2.2 above, as of immediately prior to an Acquisition or an Initial Public Offering,as the case may be. No fractional shares will be issued upon conversion of this Note. If upon conversion of this Note, a fraction of a share would otherwise result, then in lieu of such fractional share the Company will pay the cash value of that fractional share, calculated on the basis of the Conversion Price multiplied by the Conversion Exchange Rate.

Appears in 2 contracts

Samples: GCT Semiconductor Inc, GCT Semiconductor Inc

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Issuance of Conversion Stock. As soon as practicable after conversion of this Note, the Company at its expense will cause to be issued in the name of and delivered to Holder, a certificate or certificates for tire the number of shares of Conversion Stock to which Holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company, by the Company’s Certificate of Incorporation or Bylaws, or by any agreement between the Company and Holder), together with any other securities and property to which Holder Xxxxxx is entitled upon such conversion under the terms of this Note. Such conversion shall be deemed to have been made, (a) if made under Section 2.1 above, on the date of the election by the Holder to convert, or (b) if made under Section 2.2 above, as of immediately prior to an Acquisition or an Initial Public Offering,as the case may beAcquisition. No fractional shares will be issued upon conversion of this Note. If upon conversion of this Note, a fraction of a share would otherwise result, then in lieu of such fractional share the Company will pay the cash value of that fractional share, calculated on the basis of the Conversion Price multiplied by the Conversion Exchange RatePrice.

Appears in 1 contract

Samples: GCT Semiconductor Inc

Issuance of Conversion Stock. As soon as practicable after conversion of this Note, the Company HomeNet will (i) at its expense will expense, cause to be issued in the name of and delivered to Holderthe holder of this Note, a certificate or certificates for tire the number of shares of Conversion Stock to which Holder the holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company, by the Company’s Certificate of Incorporation or Bylaws, or by HomeNet and as may be provided for in any agreement applicable contracts between the Company Holder and HolderHomeNet), together with any other securities and property to which Holder the holder is entitled upon such conversion under the terms of this Note; and (ii) execute and deliver to Noteholder a stock purchase agreement, in a form mutually acceptable to Noteholder and HomeNet. Such conversion shall be deemed to have been made, made (aA) if made under Section 2.1 above, 2 above and (B) immediately prior to the close of business on the date of that the election by the Holder to convert, or (b) if made under Section 2.2 above, as of immediately prior to an Acquisition or an Initial Public Offering,as the case may beNote shall have been surrendered for conversion. No fractional shares will be issued upon conversion of this Note. If upon any conversion of this Note, Note a fraction of a share would otherwise result, then then, in lieu of such fractional share the Company share, HomeNet will pay the cash value of that fractional share, calculated on the basis of the applicable Note Conversion Price multiplied by the Conversion Exchange RatePrice.

Appears in 1 contract

Samples: Secured Loan Agreement (Homenet Corp)

Issuance of Conversion Stock. As soon as practicable after conversion of this Note, the Company at its expense will cause to be issued in the name of and delivered to Holder, a certificate or certificates for tire the number of shares of Conversion Stock to which Holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company, by the Company’s Certificate of Incorporation or Bylaws, or by any agreement between the Company and Holder), together with any other securities and property to which Holder is entitled upon such conversion under the terms of this Note. Such conversion shall be deemed to have been made, (a) if made under Section 2.1 above, on the date of the election by the Holder to convert, or (b) if made under Section 2.2 above, as of immediately prior to an Acquisition or an Initial Public Offering,as the case may beAcquisition. No fractional shares will be issued upon conversion of this Note. If upon conversion of this Note, a fraction of a share would otherwise result, then in lieu of such fractional share the Company will pay the cash value of that fractional share, calculated on the basis of the Conversion Price multiplied by the Conversion Exchange Rate.

Appears in 1 contract

Samples: GCT Semiconductor Inc

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Issuance of Conversion Stock. As soon as practicable after conversion of this Note, the Company Faraday will (i) at its expense will expense, cause to be issued in the name of and delivered to Holderthe holder of this Note, a certificate or certificates for tire the number of shares of Conversion Stock to which Holder the holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company, by the Company’s Certificate of Incorporation or Bylaws, or by Faraday and as may be provided for in any agreement applicable contracts between the Company Holder and HolderFaraday), together with any other securities and property to which Holder the holder is entitled upon such conversion under the terms of this Note; and (ii) execute and deliver to Noteholder a stock purchase agreement, in a form mutually acceptable to Noteholder and Faraday. Such conversion shall be deemed to have been made, made (aA) if made under Section 2.1 above, 2 above and (B) immediately prior to the close of business on the date of that the election by the Holder to convert, or (b) if made under Section 2.2 above, as of immediately prior to an Acquisition or an Initial Public Offering,as the case may beNote shall have been surrendered for conversion. No fractional shares will be issued upon conversion of this Note. If upon any conversion of this Note, Note a fraction of a share would otherwise result, then then, in lieu of such fractional share the Company share, Faraday will pay the cash value of that fractional share, calculated on the basis of the applicable Note Conversion Price multiplied by the Conversion Exchange RatePrice.

Appears in 1 contract

Samples: Security Agreement (Homenet Corp)

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