Common use of Mechanics and Effect of Conversion Clause in Contracts

Mechanics and Effect of Conversion. No fractional shares of the Company’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted, including without limitation the obligation to pay such portion of the principal amount and accrued interest.

Appears in 4 contracts

Samples: Convertible Note Purchase Agreement, Convertible Note Purchase Agreement (Carbylan Therapeutics, Inc.), Convertible Note Purchase Agreement (Carbylan Therapeutics, Inc.)

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Mechanics and Effect of Conversion. No fractional shares ADSs of the Company’s capital stock Issuer will be issued upon conversion Conversion of this Note. In lieu of any fractional share ADS to which the Holder would otherwise be entitled, the Company Issuer will pay to the Holder in cash the amount of the unconverted principal and interest balance of or on this Note that would otherwise be converted into such fractional shareADSs. Upon conversion Conversion of this Note pursuant to this Section 23, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company Issuer or any transfer agent of the CompanyIssuer. At its expense, the Company Issuer will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, the Holder a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property ADSs to which the Holder is entitled upon such conversion under the terms of this NoteConversion, including a together with any check payable to the Holder for any cash amounts payable as described herein. Upon conversion Conversion or repayment of this Note, the Company Issuer will be forever released from all of its obligations and liabilities under this Note and the Purchase Agreement with regard to that portion of the principal amount and accrued interest being converted, converted or repaid including without limitation the obligation to pay such portion of the principal amount and accrued interest. The Holder hereby agrees to execute and deliver documents or information that may be required by applicable law, regulation or depositary procedures relating to the purchase, sale or delivery of the ADSs.

Appears in 4 contracts

Samples: Convertible Notes and Warrant Purchase Agreement (Q&K INTERNATIONAL GROUP LTD), Convertible Notes and Warrant Purchase Agreement (Q&K INTERNATIONAL GROUP LTD), Convertible Notes and Warrant Purchase Agreement (Crescent Capital Investments Ltd.)

Mechanics and Effect of Conversion. No fractional shares of the Company’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 23, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted, converted including without limitation the obligation to pay such portion of the principal amount and accrued interest.

Appears in 3 contracts

Samples: Convertible Note Purchase Agreement (New Beginnings Acquisition Corp.), Auriga Laboratories, Inc., Auriga Laboratories, Inc.

Mechanics and Effect of Conversion. Maker shall notify the Holder in writing at least five (5) Business Days prior to the Installment Dates as to whether Maker will exercise the Conversion Option in Section 3 above. No fractional shares of the CompanyNHC’s capital stock Common Stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company NHC will pay to the Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2Note, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company NHC or any transfer agent of the CompanyNHC. At its expense, the Company NHC will, as soon as practicable thereafter, issue the number of shares to which such Holder is entitled upon such conversion, including a check payable to the Holder for any cash amounts payable as described herein, and shall deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon full conversion of this Note, the Company Maker will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted, converted including without limitation the obligation to pay such portion of the principal amount. Upon conversion of the principal amount and of this Note into NHC’s Common Stock, any interest accrued intereston this Note shall be immediately paid to the Holder.

Appears in 2 contracts

Samples: Credit Agreement and Waiver (Nobilis Health Corp.), Credit Agreement and Waiver (Nobilis Health Corp.)

Mechanics and Effect of Conversion. No fractional shares of the Company’s 's capital stock will be issued upon conversion of this the Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of this the Note that would otherwise be converted into such fractional share. Upon conversion of this the Note pursuant to this Section 23, the Holder shall surrender this the Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any an other securities and property to which the Holder is entitled upon such conversion under the terms of this the Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this the Note, the Company will be forever released from all of its obligations and liabilities under this the Note with regard to that portion of the principal amount and accrued interest being converted, converted including without limitation the obligation to pay such portion of the principal amount and accrued interest.

Appears in 2 contracts

Samples: Note Purchase Agreement (Technoconcepts, Inc.), Note Purchase Agreement (Technoconcepts, Inc.)

Mechanics and Effect of Conversion. No fractional shares of the Company’s 's capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted, converted including without limitation the obligation to pay such portion of the principal amount and accrued interest.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Mercata Inc), Note Purchase Agreement (Drugstore Com Inc)

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Mechanics and Effect of Conversion. No fractional shares of the Company’s 's capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 23, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted, converted including without limitation the obligation to pay such portion of the principal amount and accrued interest.

Appears in 2 contracts

Samples: Note Purchase Agreement (Technoconcepts, Inc.), Note Purchase Agreement (Technoconcepts, Inc.)

Mechanics and Effect of Conversion. No fractional shares of the Company’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount portion of the unconverted principal and interest balance amount of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall (i) surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the CompanyCompany and (ii) duly execute a Deed of Adherence substantially in the form set forth in Exhibit A hereto agreeing to be bound by the Shareholders Agreement and the Restated Articles. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such the Holder, at such principal office, a certificate or certificates for the number of shares to which such the Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion or repayment of this Note, the Company will be forever released from all of its obligations and liabilities under this Note and the Purchase Agreement with regard to that portion of the principal amount and accrued interest being convertedconverted including, including without limitation limitation, the obligation to pay such portion of the principal amount amount. For the avoidance of doubt, upon conversion of this Note, the Holder will be subject to the Shareholders Agreement and accrued interestthe Restated Articles, including, without limitation, any transfer restrictions on the Series Pre-A Shares converted by and issued to the Holder.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement

Mechanics and Effect of Conversion. No fractional shares of the Company’s capital stock Borrower's Common Stock will be issued upon conversion of this NoteDebenture. In lieu of any fractional share to which the Holder Lender would otherwise be entitled, the Company Borrower will pay to the Holder Lender in cash the amount of the unconverted principal and interest balance portion of this Note Debenture that would otherwise be converted into such fractional shareshares. Upon conversion of this Note pursuant to this Section 2Debenture, the Holder Xxxxxx shall surrender this NoteDebenture, duly endorsed, at the principal offices of the Company Borrower or any transfer agent of the CompanyBorrower. At its expense, the Company Borrower will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, Lender a certificate or certificates for the number of shares of Common Stock to which such Holder Lender is entitled upon such conversion, together with any such other securities and property to which the Holder Lender is entitled upon such conversion under the terms of this NoteDebenture, including a check payable to the Holder Lender for any cash amounts payable as described herein. Upon conversion of this NoteDebenture, the Company Borrower will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being convertedDebenture, including without limitation the obligation to pay such portion of the principal amount and accrued interestinterest due and payable under this Debenture.

Appears in 1 contract

Samples: Sonus Communication Holdings Inc

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