Common use of Notice to Allow Conversion by Holder Clause in Contracts

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 13 contracts

Samples: Debt Purchase Agreement (Titan Iron Ore Corp.), Debt Purchase Agreement (Titan Iron Ore Corp.), Subscription Agreement (Trunity Holdings, Inc.)

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Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 12 contracts

Samples: Securities Purchase Agreement (Corphousing Group Inc.), Share Exchange Agreement (Giga Tronics Inc), Share Exchange Agreement (Giga Tronics Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; PROVIDED, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 2010-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 9 contracts

Samples: Convertible Security Agreement (Cybra Corp), Convertible Security Agreement (Cybra Corp), Convertible Security Agreement (Aprecia Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 9 contracts

Samples: Second Note Amendment Agreement (Magnolia Solar Corp), Second Note Amendment Agreement (Magnolia Solar Corp), Second Note Amendment Agreement (Magnolia Solar Corp)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 7 contracts

Samples: Exchange Agreement (Notis Global, Inc.), Securities Purchase Agreement (Rennova Health, Inc.), Securities Exchange Agreement (Microbot Medical Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered by facsimile or email to the each Holder at its last facsimile number or email address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 6 contracts

Samples: Securities Purchase Agreement (BioRestorative Therapies, Inc.), Securities Purchase Agreement (Innovation Pharmaceuticals Inc.), Securities Purchase Agreement (Amyris, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenturethe Debentures, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; PROVIDED, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is Holders are entitled to convert this Debenture Debentures during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 6 contracts

Samples: Convertible Security Agreement (Secured Services Inc), Securities Purchase Agreement (Composite Technology Corp), Debenture Agreement (Tarrant Apparel Group)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Capital Growth Systems Inc /Fl/), Security Agreement (Capital Growth Systems Inc /Fl/), Security Agreement (Capital Growth Systems Inc /Fl/)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 5 contracts

Samples: Interest Contribution Agreement (Photomedex Inc), Interest Contribution Agreement (First Capital Real Estate Trust Inc), Shareholder Rights Agreement (NeuroMetrix, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formxxxxx distribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenturethe Debentures, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is Holders are entitled to convert this Debenture Debentures during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 5 contracts

Samples: Convertible Security Agreement (Edentify, Inc.), Securities Agreement (Edentify, Inc.), Convertible Security Agreement (Edentify, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenturethe Notes, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is Holders are entitled to convert this Debenture Notes during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 4 contracts

Samples: Purchase Agreement (Lexaria Corp.), Loan Modification Agreement (Whispering Oaks International Inc), Purchase Agreement (Lexaria Corp.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureSeries A Preferred, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Asta Holdings, Corp.), Merger and Share Exchange Agreement (Asta Holdings, Corp.), Merger and Share Exchange Agreement (Asta Holdings, Corp.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the its Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (DC) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property; or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its the last address as it shall appear upon the Debenture Registerbooks and records of the Company, at least 20 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The To the extent Holder would not otherwise be entitled to exercise this Warrant, the Holder is entitled to convert exercise this Debenture Warrant during the 2010-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 3 contracts

Samples: Bridge Loan Conversion Agreement (TWO RIVERS WATER & FARMING Co), Conversion Agreement (TWO RIVERS WATER & FARMING Co), Conversion Agreement (TWO RIVERS WATER & FARMING Co)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered by facsimile or email to the each Holder at its last facsimile number or email address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 3 contracts

Samples: Underwriting Agreement (Achieve Life Sciences, Inc.), Underwriting Agreement (Achieve Life Sciences, Inc.), Underwriting Agreement (Achieve Life Sciences, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the its Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (DC) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property; or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its the last address as it shall appear upon the Debenture Registerbooks and records of the Company, at least 20 calendar ten (10) days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture Warrant during the 2010-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 3 contracts

Samples: Warrant Agreement (DanDrit Biotech USA, Inc.), Warrant Agreement (DanDrit Biotech USA, Inc.), Warrant Agreement (Blue Moose Media Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenturethe Debentures, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is Holders are entitled to convert this Debenture Debentures during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Hartville Group Inc), Securities Purchase Agreement (Hartville Group Inc), Securities Purchase Agreement (Hartville Group Inc)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common StockShares, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common StockShares, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock Shares of rights or warrants to subscribe for or purchase any shares of any class or series in the capital stock of any class the Corporation or of any rights, privileges, restrictions and conditions (D) the approval of any stockholders shareholders of the Company Corporation shall be required in connection with any reclassification of the Common StockShares, any consolidation amalgamation or merger arrangement to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of any compulsory share exchange whereby the Common Stock is Shares are converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up Liquidation of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureSeries A Preferred Shares, and shall cause to be delivered to the each Holder at its such Holder’s last address as it shall appear upon the Debenture Registersecurities register of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidationamalgamation, mergerarrangement, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock Shares of record shall be entitled to exchange their shares of the Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidationamalgamation, mergerarrangement, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture Series A Preferred Shares (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 3 contracts

Samples: Arrangement Agreement (DecisionPoint Systems, Inc.), Arrangement Agreement (Comamtech Inc.), Arrangement Agreement (DecisionPoint Systems, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is shall be entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 3 contracts

Samples: Note Modification Agreement (Atrinsic, Inc.), Note Modification Agreement (Atrinsic, Inc.), Credit Facility Agreement (Protalex Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare shaxx xxxlare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 3 contracts

Samples: Convertible Security Agreement (Visual Management Systems Inc), Convertible Security Agreement (GuangZhou Global Telecom, Inc.), Securities Agreement (GuangZhou Global Telecom, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Borrower is a party, any sale or transfer of all or substantially all of the assets of the CompanyBorrower, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyBorrower, then, in each case, the Company Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously make public disclosure of such notice in accordance with applicable securities laws. The Holder is shall remain entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyBorrower, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Company or any of the Subsidiaries, Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Subordination Agreement (SANUWAVE Health, Inc.), Subordination Agreement (SANUWAVE Health, Inc.)

Notice to Allow Conversion by Holder. If If: (A) the Company Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Borrower is a party, any sale or transfer of all or substantially all of the assets of the CompanyBorrower, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property, or (E) the Company Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyBorrower, then, in each case, the Company Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture RegisterBorrower’s records, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating stating: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture Note during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Senior Secured Credit Facility Agreement (Drone USA Inc.), Debt Purchase Agreement (KSIX Media Holdings, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; PROVIDED, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Convertible Security Agreement (Intraop Medical Corp), Convertible Security Agreement (Secured Services Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Registerstock books of the Company, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture the Principal Amount and accrued, but unpaid interest thereon (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Interest Contribution Agreement (First Capital Real Estate Trust Inc), Interest Contribution Agreement (Photomedex Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Convertible Security Agreement (Sonoma College Inc), Convertible Security Agreement (Sonoma College Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formxxxxx distribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenturethe Notes, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is Holders are entitled to convert this Debenture Notes during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Convertible Security Agreement (Liska Biometry Inc), Convertible Security Agreement (Liska Biometry Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding winding-up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice notice, stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Subordination Agreement (NXT-Id, Inc.), Subordination Agreement (NXT-Id, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture RegisterHolder, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Fourth Extension and Amendment Agreement, Fourth Extension and Amendment Agreement (Envision Solar International, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution or other Restricted Payment in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securitiesSecurities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributionsdistribution, Restricted Payment, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securitiesSecurities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall, if and as applicable, simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K or take such other action as reasonably determined by the Holder to disseminate such material, non-public information to the marketplace. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Capstone Technologies Group Inc.), Securities Purchase Agreement (Bergio International, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights rights, options, or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and Corporation shall cause to be delivered to the each Holder at its such Holder’s last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights rights, options, or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights rights, options, or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is shall remain entitled to convert this Debenture such Holder’s Series A Preference Shares during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Merger Agreement (CBD Energy LTD), Merger Agreement (Westinghouse Solar, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Borrower is a party, any sale or transfer of all or substantially all of the assets of the CompanyBorrower, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyBorrower, then, in each case, the Company Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the toe failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. After the occurrence of a Going Public Event, to the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form S-K. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Accelerated Pharma, Inc.), Securities Purchase Agreement (Accelerated Pharma, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Securities Purchase Agreement (NewCardio, Inc.), Share Exchange Agreement (NewCardio, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenturethe Notes, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; PROVIDED, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is Holders are entitled to convert this Debenture Notes during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Bridge Loan Agreement (Sonoma College Inc), Bridge Loan Agreement (Sonoma College Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formxxxxx distribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, ; provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Convertible Security Agreement (Cdknet Com Inc), Convertible Security Agreement (Cdknet Com Inc)

Notice to Allow Conversion by Holder. If (A) the Company Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Borrower is a party, any sale or transfer of all or substantially all of the assets of the CompanyBorrower, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (ED) the Company Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyBorrower, then, in each case, the Company Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture RegisterBorrower’s records, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Borrower, the Borrower shall not be required to provide such notice until such time as it makes public disclosure of such event, at which point it shall simultaneously with its public disclosure, provide notice to the Holder. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Note Amendment Agreement, Note Amendment Agreement (Authentidate Holding Corp)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered by facsimile or email to the each Holder at its last facsimile number or email address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during To the 20extent that any notice provided hereunder constitutes, or contains, material, non-day period commencing on public information regarding the date of Corporation, the Corporation shall simultaneously file such notice through with the effective date of the event triggering such notice.Commission pursuant to a Current Report on Form 8-K.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cerecor Inc.), Asset Purchase Agreement (Cerecor Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureSeries I Preferred, and shall cause to be delivered by facsimile or email to the each Holder at its last facsimile number or email address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert the Conversion Amount of this Debenture Series I Preferred (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Underwriting Agreement (Towerstream Corp), Underwriting Agreement (Towerstream Corp)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureSeries A Preferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is shall remain entitled to convert this Debenture the Series A Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (MDNA Life Sciences, Inc.), Securities Purchase Agreement (MDNA Life Sciences, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered by facsimile or email to the each Holder at its last facsimile number or email address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 10 (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Underwriting Agreement (Achieve Life Sciences, Inc.), Underwriting Agreement (Achieve Life Sciences, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation (F) the Corporation shall take any action to effectuate an Corporation Redemption, or (G) a Triggering Event shall have occurred, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specifiedspecified (unless a greater or lesser time period is expressly required elsewhere in this Certificate of Designation), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth in this Certificate of Designation.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Verde Bio Holdings, Inc.), Securities Purchase Agreement (Verde Bio Holdings, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Corporation will also give written notice to each Holder is at least twenty (20) calendar days prior to the date on which any Fundamental Transaction or Liquidation will take place. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Advanced Battery Technologies, Inc.), Securities Purchase Agreement (Advanced Battery Technologies, Inc.)

Notice to Allow Conversion by Holder. If Xx (AX) the Company Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Borrower is a party, any sale or transfer of all or substantially all of the assets of the CompanyBorrower, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyBorrower, then, in each case, the Company Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc), Convertible Security Agreement (Harrison Vickers & Waterman Inc)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (ED) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation, the Corporation shall not be required to provide such notice until such time as it makes public disclosure of such event, at which point it shall simultaneously with its public disclosure, provide notice to the Holder. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Share Exchange Agreement (DPW Holdings, Inc.), Share Exchange Agreement (Avalanche International, Corp.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Securities Amendment Agreement (Emmaus Life Sciences, Inc.), Debenture (Ocz Technology Group Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Securities Purchase Agreement (China Expert Technology Inc), Securities Purchase Agreement (Silverstar Holdings LTD)

Notice to Allow Conversion by Holder. If If: (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property; or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Security Agreement (Capital Growth Systems Inc /Fl/), Security Agreement (Capital Growth Systems Inc /Fl/)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureSeries C Preferred, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Company, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Subscription Agreement (Star Mountain Resources, Inc.), Stock Purchase Agreement (Great Plains Holdings, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formxxx xther distribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Convertible Security Agreement (Silverstar Holdings LTD), Convertible Security Agreement (Electronic Control Security Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formxxxxx distribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this the Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Western Power & Equipment Corp)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property; or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered mailed to the Holder at its the Holder’s last address as it shall appear upon appearing on the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cyberdefender Corp)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring non-recurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property, or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) and receive any other payments due pursuant to the Investor Rights Agreement and any payments otherwise due to the Holder during the 2015-day period commencing on the date of such notice through the expected effective date of the event triggering such notice.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Premier Power Renewable Energy, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specifiedspecified (or such shorter period as is reasonably possible, but not less than ten (10) calendar days, if twenty (20) calendar days is not reasonably possible), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (BioRestorative Therapies, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureSeries C Preferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall file such notice with the Commission pursuant to a Current Report on Form 8-K within one Trading Day. The Holder is shall remain entitled to convert the Conversion Amount of this Debenture Series C Preferred Stock (or any part hereof) during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mill City Ventures III, LTD)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; or (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; or (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; or (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property; or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address as it shall appear upon the Debenture Registerbooks and records of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (xy) the date on which a survey of the holders of record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (yz) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the unintentional failure to deliver mail such notice or any unintentional defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Promissory Note (Ethos Environmental, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Coxxxxx shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Zero Coupon Secured Convertible Note (Pure Bioscience, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and Corporation shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is shall remain entitled to convert this Debenture the Conversion Amount of the Preferred Stock (or any part hereof) during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Greenman Technologies Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture Note during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Exchange Agreement (Blue Calypso, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation (and all of its Subsidiaries, of taken as a whole), or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered by facsimile or email to the each Holder at its last facsimile number or email address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mer Telemanagement Solutions LTD)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formaxx xxxer distribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenturethe Notes, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is Holders are entitled to convert this Debenture Notes during the 20-day 20day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (New Century Companies Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Subordination Agreement (Balqon Corp.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any xx xxy other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenturethe Notes, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is Holders are entitled to convert this Debenture Notes during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Global Axcess Corp)

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Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is Ordinary Shares are converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each any office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Edap TMS Sa)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of or rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 fifteen (15) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture during the 2015-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ads in Motion, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholder of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the CompanyCompany (and all of its Subsidiaries, of taken as a whole), or any compulsory share exchange whereby the Common Stock is Ordinary Shares are converted into other securities, cash or property property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at delivered by facsimile or email to each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last facsimile number or email address as it shall appear upon the Debenture RegisterRegister of Shareholders, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K or Form 6-K, as applicable. The Holder is shall remain entitled to convert this Debenture the Conversion Amount of the Preferred Shares (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Merger Agreement (Mer Telemanagement Solutions LTD)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other oxxxx distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Convertible Security Agreement (Stevia Corp)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ortec International Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any xx xxx other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Electronic Sensor Technology, Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any xx xny other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Velocity Asset Management Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common txx Xxxmon Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Security Agreement (HyperSpace Communications, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or xx any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Intraop Medical Corp)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formanx xxxxr distribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 2010-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (OneTravel Holdings, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other xxx xxher distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Airtrax Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Attis Industries Inc.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby exchangewhereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company shall Corporationshall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered by facsimile or email to the each Holder at its last facsimile number or email address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassificationsuchreclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock CommonStock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during To the 20extent that any notice provided hereunder constitutes, or contains, material, non-day period commencing on public information regarding the date of Corporation, the Corporation shall simultaneously file such notice through with the effective date of the event triggering such notice.Commission pursuant to a Current Report on Form 8-K.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aytu Bioscience, Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any Fundamental Transaction, Change of Control, consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 calendar twenty (20) days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K filed with the Commission. The Holder is shall remain entitled to convert this Debenture Note during the twenty (20-) day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emmaus Life Sciences, Inc.)

Notice to Allow Conversion by Holder. If Xx (A) the Company Borrower shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Borrower shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Borrower shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Borrower is a party, any sale or transfer of all or substantially all of the assets of the CompanyBorrower, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyBorrower, then, in each case, the Company Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Borrower or any of the Subsidiaries, Borrower shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Convertible Security Agreement (Harrison Vickers & Waterman Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureSeries A Convertible Preferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Company, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture the Series A Convertible Preferred Stock (or any part hereof) during the 20-ten (10) day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Voting and Standstill Agreement (United American Healthcare Corp)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding Company or any of its Subsidiaries, Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-X. Xxxxxx shall remain entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Discovery Energy Corp.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend dividenx (or xx any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture Note during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Cdex Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring non-recurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up Liquidation of the affairs of the CompanyCompany or a Fundamental Transaction, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenturethe Series B Preferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Company, at least 20 ten calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cachet Financial Solutions, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other xxxxx distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Towerstream Corp)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture RegisterCompany’s records, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating stating: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Preferred Restaurant Brands, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Synthetic Blood International Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockShares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockShares, (C) the Company shall authorize the granting to all holders of the Common Stock Shares of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockShares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is Shares are converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock Shares of record shall be entitled to exchange their shares of the Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during To the 20extent that any notice provided hereunder constitutes, or contains, material, non-day period commencing on public information regarding the date Company or any of the Subsidiaries, the Company shall simultaneously file such notice through with the effective date of the event triggering such notice.SEC pursuant to a Current Report on Form 8-K.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tanzanian Royalty Exploration Corp)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address as it shall appear upon the Debenture Registerbooks of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the record date on which a record is to be taken established for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the record date on which established for such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; PROVIDED, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture (or any part hereof) during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice. Notwithstanding the foregoing, the delivery of the notice described in this Section 5(g) is not intended to and shall not bestow upon the Holder any voting rights whatsoever with respect to outstanding unconverted Debentures.

Appears in 1 contract

Samples: Convertible Security Agreement (Access Integrated Technologies Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Company, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K, provided that the requirement in this sentence shall only apply if any of the Company’s securities are listed or quoted for public trading. Subject to the approval of the shareholders of the Company, which the undersigned agree to promptly carry out, the Holder is shall remain entitled to convert the Conversion Amount of this Debenture Note (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Blue Sky Media Corp)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Company(and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Note Register, at least 20 ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is shall remain entitled to convert this Debenture Note during the 2010-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Collateral Agency and Intercreditor Agreement (Property Solutions Acquisition Corp.)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders shareholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Harvey Electronics Inc)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureSeries A Preferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert the Conversion Amount of this Debenture Series A Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cerecor Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdixxxxxxtion) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, ; provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Practicexpert Inc)

Notice to Allow Conversion by Holder. If (A) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Corporation is a party, any sale or transfer of all or substantially all of the assets of the CompanyCorporation, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the CompanyCorporation, then, in each case, the Company Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebenturePreferred Stock, and shall cause to be delivered to the each Holder at its last address as it shall appear upon the Debenture Registerstock books of the Corporation, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall, if (i) after the Effective Date simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K, and (ii) if prior to the Effective Date disclose all such information in the Registration Statement. The Holder is shall remain entitled to convert the Conversion Amount of this Debenture Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (BioSig Technologies, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formxxx xxher distribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenturethe Debentures, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Debenture Registerstock books of the Company, at least 20 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is Holders are entitled to convert this Debenture Debentures during the 2010-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Recom Managed Systems Inc De/)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 Twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the Twenty (20-) day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (ESP Resources, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Company(and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder is shall remain entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Senior Secured Convertible Debt Agreement (Legacy Education Alliance, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any xx xny other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenturethe Debentures, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is Holders are entitled to convert this Debenture Debentures during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Waverider Communications Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property; or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this DebentureNote, and shall cause to be delivered mailed to the Holder at its the Holder’s last address as it shall appear upon appearing on the Debenture Registerstock books of the Company, at least 20 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange exchange, of Change of Control is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture Note during the 2010-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Amendment to Subordinated Convertible Promissory Notes (Asure Software Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formothxx xxxtribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is Holders are entitled to convert this Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (New Frontier Energy Inc)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Registerrecords of the Company regarding registration and transfers of this Debenture, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during To the 20extent that any notice provided hereunder constitutes, or contains, material, non-day period commencing on public information regarding the date of such notice through the effective date of the event triggering such notice.Company or any of

Appears in 1 contract

Samples: Amendment Agreement (Cord Blood America, Inc.)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property property, (E) the Company shall be subject to a Fundamental Transaction or a Change in Control Transaction, or (EF) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered to the Holder at its last address as it shall appear upon the Debenture Register, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Debenture (Teton Energy Corp)

Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever formoxxxx xistribution) on the Common Stock, ; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, ; (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to be delivered mailed to the Holder at its last address addresses as it shall appear upon the Debenture Registerstock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Debenture during the 20-day period commencing on the date of such notice through to the effective date of the event triggering such notice.

Appears in 1 contract

Samples: Convertible Security Agreement (Velocity Asset Management Inc)

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