Common use of Issuance of Shares of Common Stock on Conversion Clause in Contracts

Issuance of Shares of Common Stock on Conversion. (a) As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid, the Company shall issue, at its expense, and shall deliver to the Holder, or on his written order, at the aforesaid office of the Company (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of this Convertible Note (or specified portion thereof), and (ii) a certificate or certificates for any fractional shares of Common Stock issuable upon conversion of this Convertible Note (or specified portion thereof) or, at the Company's option, cash in lieu of scrip for any fraction of a share to which the Holder is entitled upon conversion as provided in Section 3.05. (b) Such conversion shall be deemed to have been effected immediately prior to the close of business on the date ("Conversion Date") on which the Company shall have received both such notice and the surrendered Convertible Note as aforesaid, and at such time the rights of the Holder of this Convertible Note 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 the Holder of record of the shares represented thereby. (c) In the event this Convertible Note is converted in whole or in part into shares of Common Stock pursuant to Section 3.01(b) hereof, the certificates representing such shares shall contain an appropriate legend indicating that the shares represented thereby are "restricted securities" within the meaning of the Securities Act, and may not be transferred unless registered under the Securities Act or transferred pursuant to an exemption therefrom.

Appears in 8 contracts

Samples: Convertible Note (Military Resale Group Inc), Convertible Note (Military Resale Group Inc), Convertible Note (Military Resale Group Inc)

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Issuance of Shares of Common Stock on Conversion. (a) As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid, the Company shall issue, at its expense, and shall deliver to the Holder, or on his written order, at the aforesaid office of the Company (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of this Convertible Note (or specified portion thereof), and (ii) a certificate or certificates for any fractional shares of Common Stock issuable upon conversion of this Convertible Note (or specified portion thereof) or, at the Company's option, cash in lieu of scrip for any fraction of a share to which the Holder is entitled upon conversion as provided in Section 3.05. (b) Such conversion shall be deemed to have been effected immediately prior to the close of business on the date ("Conversion Date") on which the Company shall have received both such notice and the surrendered Convertible Note as aforesaid, and at such time the rights of the Holder of this Convertible Note 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 the Holder of record of the shares represented thereby. (c) In the event this Convertible Note is converted in whole or in part into shares of Common Stock pursuant to Section 3.01(b) 3.01 hereof, the certificates representing such shares shall contain an appropriate legend indicating that the shares represented thereby are "restricted securities" within the meaning of the Securities Act, and may not be transferred unless registered under the Securities Act or transferred pursuant to an exemption therefrom.

Appears in 2 contracts

Samples: Convertible Note (Military Resale Group Inc), Convertible Note (Military Resale Group Inc)

Issuance of Shares of Common Stock on Conversion. (a) As promptly soon as practicable after the receipt of such notice and the surrender full or partial conversion of this Convertible Note as aforesaidDebenture, the Company shall issue, at its expense, expense will cause to be issued in the name of and shall deliver delivered to the Holder, or on his written order, at the aforesaid office holder of the Company this Debenture (ia) a certificate or certificates for the number of full shares of Common Stock issuable upon to which that holder shall be entitled on such conversion, together with any other securities and property to which the holder is entitled on such conversion under the terms of this Convertible Note (or specified portion thereof)Debenture, and (iib) if any principal amount of this Debenture remains unpaid after such conversion, a certificate or certificates new Debenture, substantially in the form of this Debenture, dated the date to which interest has been paid on the Debenture surrendered for any fractional conversion, in an aggregate principal amount equal to such unpaid principal amount, and specifying the portion of such unpaid principal amount, if any, which may be converted into shares of Common Stock issuable upon conversion of this Convertible Note (or specified portion thereof) or, at the Company's option, cash in lieu of scrip for any fraction of a share to which the Holder is entitled upon conversion as provided in Section 3.05. (b) Stock. Such conversion shall be deemed to have been effected made immediately prior to the close of business on the date ("Conversion Date") on which the Company that this Debenture shall have received both such been surrendered for conversion, accompanied by written notice and the surrendered Convertible Note as aforesaidof conversion, and at such time so that the rights of the Holder holder of this Convertible Note Debenture as a Debenture holder with respect to the principal amount of the Debenture so converted shall cease at such time and the Person person or Persons in whose name or names any certificate or certificates for persons entitled to receive the shares of Common Stock upon conversion of this Debenture shall be issuable upon treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time and such conversion shall be deemed to have become at the holder or Conversion Price in effect at such time; provided, however, that no such surrender on any date when the Holder of record stock transfer books of the shares represented thereby. (c) In Company shall be closed shall be effective to constitute the event this Convertible Note is converted in whole person or in part into persons entitled to receive the shares of Common Stock pursuant upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to Section 3.01(b) hereofconstitute the person or persons entitled to receive such shares of Common Stock the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open and such conversion shall be at the Conversion Price in effect on the date that this Debenture shall have been surrendered for conversion. If the last day for the exercise of the conversion rights shall be a Sunday or shall be in Vancouver, British Columbia, a legal holiday or a day on which banking institutions are authorized by law to close, then such conversion right may be exercised on the next succeeding day not in Vancouver, British Columbia, a legal holiday or a day on which banking institutions are authorized by law to close. The Company shall pay all interest on this Debenture or portion thereof surrendered for conversion accrued to the date of surrender and any and all taxes in respect of the certificates for the shares of Common Stock issued upon any conversion of this Debenture. No fractional shares will be issued on conversion of this Debenture. If on any conversion of this Debenture a fraction of a share of Common Stock results, the certificates representing such shares shall contain an appropriate legend indicating Company will pay the cash value of that fractional share of Common Stock, calculated on the shares represented thereby are "restricted securities" within the meaning basis of the Securities Actmarket price of the Common Stock (or book value, and may if the Common Stock is not be transferred unless registered under publicly traded) as of the Securities Act or transferred pursuant to an exemption therefromclose of business on the date that this Debenture shall have been surrendered for conversion.

Appears in 1 contract

Samples: 12% Subordinated Convertible Debenture (Elgrande Com Inc)

Issuance of Shares of Common Stock on Conversion. (a) As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaidany Debenture or Debentures for conversion in the manner herein provided, the Company shall issuedeliver or cause to be delivered, at its expensesaid office or agency at which such surrender is made, to or upon the written order of the Holder of the Debenture or Debentures so surrendered, certificates representing the number of duly authorized, validly issued, fully paid and shall deliver to the Holder, or on his written order, at the aforesaid office non-assessable shares of Common Stock of the Company (i) into which such Debenture or Debentures may be converted in accordance with the provisions of this Article IV and cash as provided in this Article IV in respect of any accrued and unpaid interest and/or fraction of a certificate or certificates for the number of full shares share of Common Stock issuable upon such conversion. Subject to the conversion following provisions of this Convertible Note (or specified portion thereof)Section 4.4, and (ii) a certificate or certificates for any fractional shares of Common Stock issuable upon conversion of this Convertible Note (or specified portion thereof) or, at the Company's option, cash in lieu of scrip for any fraction of a share to which the Holder is entitled upon conversion as provided in Section 3.05. (b) Such such conversion shall be deemed to have been effected made immediately prior to the close of business on the date ("Conversion Date") on which the Company such Debenture or Debentures shall have received both such been surrendered for conversion in the manner herein provided accompanied by written notice and the surrendered Convertible Note as aforesaidfunds, and at such time if any, required by Section 4.10, so that the rights of the Holder of this Convertible Note such Debenture or Debentures as a Debentureholder shall cease at such time and the Person person or Persons in whose name or names any certificate or certificates for persons entitled to receive the shares of Common Stock upon conversion of such Debenture or Debentures shall be issuable treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time; provided that no such surrender on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the person or persons entitled to receive shares of Common Stock, upon conversion of such Debenture or Debentures, as the record holder or holders of such shares on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open and such conversion shall be at the applicable Conversion Price in effect at such time. Shares of Common Stock which are issuable upon the conversion of Debentures which have been duly surrendered for conversion as provided herein shall be deemed to have become be issued to the holder or registered Holder thereof on the Holder date of record such surrender; provided, however, that no such surrender on any date when the stock transfer books of the shares represented thereby. (c) In Company shall be closed shall be effective to constitute the event this Convertible Note is converted in whole or in part into person entitled to receive such shares of Common Stock pursuant as the record holder thereof on such date, but such surrender shall be effective to Section 3.01(b) hereof, constitute the certificates representing person entitled to receive such shares shall contain an appropriate legend indicating that of Common Stock as the shares represented thereby record holder thereof for all purposes immediately after the opening of business on the next succeeding day on which such stock transfer books are "restricted securities" within the meaning of the Securities Act, and may not be transferred unless registered under the Securities Act or transferred pursuant to an exemption therefromopen.

Appears in 1 contract

Samples: Indenture (Palomar Medical Technologies Inc)

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Issuance of Shares of Common Stock on Conversion. (a) As promptly as practicable after the receipt of such notice and the surrender of this Convertible Note as aforesaid, the Company shall issue, at its expense, and shall deliver to the Holder, or on his written order, at the aforesaid office of the Company (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of this Convertible Note (or specified portion thereof), and (ii) a certificate or certificates for any fractional shares of Common Stock issuable upon conversion of this Convertible Note (or specified portion thereof) or, at the Company's option, cash in lieu of scrip for any fraction of a share to which the Holder is entitled upon conversion as provided in Section 3.05. (b) Such conversion shall be deemed to have been effected immediately prior to the close of business on the date ("Conversion Date") on which the Company shall have received both such notice and the surrendered Convertible Note as aforesaid, and at such time the rights of the Holder of this Convertible Note 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 the Holder of record of the shares represented thereby. (c) In the event this Convertible Note is converted con- verted in whole or in part into shares of Common Stock pursuant to Section 3.01(b) hereof, the certificates representing such shares shall contain an appropriate legend indicating that the shares represented thereby are "restricted securities" within the meaning of the Securities Act, and may not be transferred unless registered under the Securities Act or transferred pursuant to an exemption therefrom.

Appears in 1 contract

Samples: Convertible Note (Military Resale Group Inc)

Issuance of Shares of Common Stock on Conversion. (a) As promptly soon as practicable after the receipt of such notice and the surrender full or partial conversion of this Convertible Note as aforesaidDebenture, the Company shall issue, at its expense, expense will cause to be issued in the name of and shall deliver delivered to the Holder, or on his written order, at the aforesaid office holder of the Company this Debenture (ia) a certificate or certificates for the number of full shares of Common Stock issuable upon to which that holder shall be entitled on such conversion, together with any other securities and property to which the holder is entitled on such conversion under the terms of this Convertible Note (or specified portion thereof)Debenture, and (iib) if any principal amount of this Debenture remains unpaid after such conversion, a certificate or certificates new Debenture, substantially in the form of this Debenture, dated the date to which interest has been paid on the Debenture surrendered for any fractional conversion, in an aggregate principal amount equal to such unpaid principal amount, and specifying the portion of such unpaid principal amount, if any, which may be converted into shares of Common Stock issuable upon conversion of this Convertible Note (or specified portion thereof) or, at the Company's option, cash in lieu of scrip for any fraction of a share to which the Holder is entitled upon conversion as provided in Section 3.05. (b) Stock. Such conversion shall be deemed to have been effected made immediately prior to the close of business on the date ("Conversion Date") on which the Company that this Debenture shall have received both such been surrendered for conversion, accompanied by written notice and the surrendered Convertible Note as aforesaidof conversion, and at such time so that the rights of the Holder holder of this Convertible Note Debenture as a Debentureholder with respect to the principal amount of the Debenture so converted shall cease at such time and the Person person or Persons in whose name or names any certificate or certificates for persons entitled to receive the shares of Common Stock upon conversion of this Debenture shall be issuable upon treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time and such conversion shall be deemed to have become at the holder or Conversion Price in effect at such time; provided, however, that no such surrender on any date when the Holder of record stock transfer books of the shares represented thereby. (c) In Company shall be closed shall be effective to constitute the event this Convertible Note is converted in whole person or in part into persons entitled to receive the shares of Common Stock pursuant upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to Section 3.01(b) hereofconstitute the person or persons entitled to receive such shares of Common Stock the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open and such conversion shall be at the Conversion Price in effect on the date that this Debenture shall have been surrendered for conversion. If the last day for the exercise of the conversion rights shall be a Sunday or shall be in Vancouver, British Columbia, a legal holiday or a day on which banking institutions are authorized by law to close, then such conversion right may be exercised on the next succeeding day not in Vancouver, British Columbia, a legal holiday or a day on which banking institutions are authorized by law to close. The Company shall pay all interest on this Debenture or portion thereof surrendered for conversion accrued to the date of surrender and any and all taxes in respect of the certificates for the shares of Common Stock issued upon any conversion of this Debenture. No fractional shares will be issued on conversion of this Debenture. If on any conversion of this Debenture a fraction of a share of Common Stock results, the certificates representing such shares shall contain an appropriate legend indicating Company will pay the cash value of that fractional share of Common Stock, calculated on the shares represented thereby are "restricted securities" within the meaning basis of the Securities Actmarket price of the Common Stock (or book value, and may if the Common Stock is not be transferred unless registered under publicly traded) as of the Securities Act or transferred pursuant to an exemption therefromclose of business on the date that this Debenture shall have been surrendered for conversion.

Appears in 1 contract

Samples: Subordinated Convertible Debenture (Intelligent Living Corp)

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