Issuance of the Conversion Shares Sample Clauses

Issuance of the Conversion Shares. Upon issuance, the Conversion Shares will be duly authorized, validly issued, outstanding, fully paid and non-assessable. The delivery to each Preferred Stockholder of a certificate or certificates representing the Conversion Shares at the Closing will transfer to such Preferred Stockholder good and valid title to the Conversion Shares which it is entitled to receive hereunder, free and clear of all liens and encumbrances.
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Issuance of the Conversion Shares. Upon the execution of this Agreement as provided in Section 4.1 hereto (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, the Company shall issue to the Holder, and Holder shall accept from Company, the Conversion Shares.
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Issuance of the Conversion Shares. Concurrent with the Conversion, AREB shall issue the Conversion Shares to KBI (the “Issuance”). In order to affect the Issuance, the Parties further agree as follows: (a) The Conversion Shares shall be issued in book entry format as free-trading securities under the Securities Act with AREB’s transfer agent, provided that the Issuance of the Conversion Shares as free-trading shares is expressly conditioned on an attorney opinion letter for free-trading status being provided by counsel to KBI, and that said letter is reasonably acceptable to both AREB and AREB’s transfer agent. (b) AREB shall pay all costs charged by AXXX’s transfer agent in order to affect the Conversion and the Issuance. (c) The Conversion and the Issuance is intended to be in full compliance with, and otherwise satisfy, the requirements of Section 3(a)(9) of the Securities Act. (d) There will be no percentage or any other limitations on KBI with regard to ownership of shares of common stock of AREB, including, without limitation, the Parties expressly agreeing to waive all applicable provisions in the Prior Agreement which may limit the ownership of common stock of AREB to a certain percentage of the total number of issued and outstanding shares of common stock.
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Issuance of the Conversion Shares. The Conversion Shares, when issued in accordance with the terms of the Notes, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon conversion of the Notes in accordance with the terms of the Notes. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Conversion Shares will be issued in compliance with all applicable federal and state securities laws.
Sample 1
Issuance of the Conversion Shares. Concurrent with the Conversion, AREB shall issue the Conversion Shares and Prefunded Warrant to Bxxxx (the “Issuance”). In order to affect the Issuance, the Parties further agree as follows: (a) The Conversion Shares shall be issued in book entry format as free-trading securities under the Securities Act with AREB’s transfer agent, provided that the Issuance of the Conversion Shares as free-trading shares is expressly conditioned on an attorney opinion letter for free-trading status being provided by counsel to Bxxxx, and that said letter is reasonably acceptable to both AREB and AREB’s transfer agent. (b) The Prefunded Warrant shall be issued to Bxxxx, in substantially similar form as attached hereto. (c) AREB shall pay all costs charged by AREB’s transfer agent in order to affect the Conversion and the Issuance. (d) The Conversion and the Issuance is intended to be in full compliance with, and otherwise satisfy, the requirements of Section 3(a)(9) of the Securities Act. (e) The Prefunded Warrant contains a provision limiting Bxxxx’x beneficial ownership percentage in AREB. The Parties agree that such provision is a material part of this Agreement and shall not be breached by AREB. In no event shall Bxxxx be deemed to beneficially own more than 9.99% of the outstanding shares of Common Stock of AREB. (f) Notwithstanding anything to the contrary contained in this Agreement or the Prefunded Warrant, the parties hereto agree that the total cumulative number of shares of Common Stock issued pursuant to this Agreement and upon the exercise of the Prefunded Warrant may not exceed the requirements established in Nasdaq Listing Rule 5635(a) (the “Approval”), except such limitation shall not apply following compliance by AREB with the requirements of the Approval, if required. If necessary, AREB covenants and agrees to obtain the Approval, within 60 days of the date hereof, of the shares of Common Stock to be issued under this Agreement and upon the exercise of the Prefunded Warrant. If AREB is unable to obtain the Approval, any shares of Common Stock that remain unissued under this Agreement or unexercised under the Prefunded Warrant shall be immediately be purchased from AREB in cash at the purchase price.
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Related to Issuance of the Conversion Shares

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Reservation of Conversion Shares The Conversion Shares issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance upon such conversion.

  • Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.

  • Issuance of Warrant Shares (a) The Warrant Agent shall on the Trading Day following the Exercise Date of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request. (b) Upon the Warrant Agent’s receipt, at or prior to the close of business on the Expiration Date, of the executed Notice of Exercise, accompanied by payment of the Exercise Price pursuant to Section 2(b) of the Warrant Certificate (other than in the case of a Cashless Exercise), the Warrant Agent shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise no later than the Warrant Share Delivery Date.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Valid Issuance of the Shares The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

  • Issuance of the Shares; Registration The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of Common Shares issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on November 4, 2019 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements as set forth in General Instruction I.B.1 of Form F-3.

  • Issuance of Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause to be issued to the Investor a total of 943,396 shares of Common Stock (the “Commitment Shares”) immediately upon the execution of this Agreement and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

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