Issue of Conversion Shares. If the Outstanding Debt is to be converted into Shares (the “Conversion Shares”) under this Agreement, the Company shall procure that its share capital is increased through a share issue directed to each Investor entitled to receive Conversion Shares with pre-emptive and preferential subscription rights of other shareholders of the Company being excluded so that such Investor is issued the number of Conversion Shares determined in accordance with this Agreement (with any entitlement to a fraction of a Conversion Share being rounded to the nearest number that corresponds to the lowest nominal value of the respective share) for the subscription price equal to the Outstanding Debt. Each Investor shall pay for the Conversion Shares by contributing its claim of Outstanding Debt to the Company as a non-monetary contribution and entering into a relevant agreement for the transfer of the non-monetary contribution in the form provided by the Company. Term for completion of issue of Conversion Shares The Company shall take, and procure that its shareholders will take all actions, including, adopt shareholders’ resolutions, waive shareholders’ pre-emptive rights, amend the Company’s articles of association, arrange the valuation of the Outstanding Debt and submit applications to the relevant registers so as to procure that the issuance of Conversion Shares to each Investor is completed and registered in the relevant registers: within 20 Business Days of the closing of the Qualified Financing, if the conversion is made under Section 3.; or immediately prior to but conditional upon the occurrence of a Liquidity Event, if the conversion is made under Section 4.; or within 20 Business Days of the Maturity Date, if the conversion is made under Section 5.. Failure to timely complete the issue of Conversion Shares If the conversion is not completed within the respective term stated in Section 8.2 because the Company or any of its shareholders has failed to take respective actions set forth in Section 8.2, each Investor shall have the right to request the Company to pay a contractual penalty to such Investor in the amount of [0.1%] of the Loan granted by such Investor per each day of delay. If the conversion has not been completed within 20 Business Days of the due date stated in Section 8.2, then, irrespective of the reason for such delay, the Investor shall have the right to cancel this Agreement by sending a written notice to all Parties and request the Company to repay t...

Issue of Conversion Shares. Subject to clause 11.7, BE plc will, at NLF’s election, issue the Conversion Shares to NLF or its nominee:

Issue of Conversion Shares. Conversion Shares arising on conversion of the Loan will be issued and allotted by the Company on the Conversion Date in accordance with the Lenders' Proportions, and will be credited as fully paid and rank pari passu with all shares of the same class on issue on the Conversion Date.

Issue of Conversion Shares. No later than two Business Days after the Conversion Date, the Company must: (a) issue the Conversion Shares to the Securityholder by issuing and Electronically Delivering the number of Shares determined under clause 4.5; (b) lodge a notice (in the form required by section 708A(5) of the Corporations Act) and an appendix 3B in respect of the Conversion Shares; and (c) deliver to the Securityholder a Security Certificate in respect of any Convertible Securities which have not been converted but were included in the Security Certificates delivered to the Company under clause 4.1.

Related to Issue of 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”.
Delivery of Conversion Shares Upon Conversion Not later than three (3) Trading Days after the Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder the Conversion Shares.
Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.
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.
Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.
Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").
Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.
Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Vertical Computer Systems, Inc. / Cornell Capital Partners, LP", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

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