Ownership of Convertible Notes Sample Clauses

Ownership of Convertible Notes. Such Consenting Convertible Note Holder (i) is the sole beneficial owner of the principal amount of Convertible Notes set forth opposite its name on Schedule 4.2 and/or (ii) has, with respect to the beneficial owners of such Convertible Notes, (x) full power and authority to vote on and consent to matters concerning such Notes (including all matters relating to such Convertible Notes as set forth in this Agreement and the other Transaction Documents), and (y) full power and authority to bind or act on behalf of, such beneficial owners with respect to such Convertible Notes as to the matters relating to such Convertible Notes as set forth in this Agreement and the other Transaction Documents. To the knowledge of such Consenting Convertible Note Holder, except pursuant to the Transaction Documents, there are no outstanding Contracts, options, warrants or other rights of any kind that entitle any Person to acquire any Notes held by such Consenting Convertible Note Holder.
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Ownership of Convertible Notes. The Purchaser or an Affiliate of the Purchaser has good and marketable ownership rights in the Convertible Notes to be exchanged for Rollover Notes free and clear of any option, call, swap, margin or other rights, agreements, arrangements or commitments of any character obligating the Purchaser to transfer, sell or otherwise dispose of any such Convertible Notes or granting any third party any rights over such Convertible Notes.
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Ownership of Convertible Notes. Record and beneficial ownership of the Convertible Instruments shall remain in the name of the Holders (unless and until transferred pursuant to the terms thereof, with written notice thereof to the Transfer Agent). Any transfer or purported transfer of the Convertible Instruments (a) not made pursuant to the terms of the Convertible Instruments and (b) not properly noticed to the Transfer Agent shall be null and void AB INITIO and shall not be given effect thereto by the Transfer Agent. The Transfer Agent shall not be required to acknowledge any transfer of the Convertible Instruments unless accompanied by written confirmation thereof from the Holders.
Sample 1
Ownership of Convertible Notes. The Corporation and the Trustee may deem and treat the registered owner of any Convertible Notes as the absolute owner thereof for all purposes, and the Corporation and the Trustee shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Trustee is required to take such notice by statute or by order of a court of competent jurisdiction. A Convertible Noteholder shall be entitled to the rights evidenced by the Convertible Notes held by such holder free from all equities or rights of set off or counterclaim between the Corporation and the original or any intermediate holder of the Convertible Notes and all Persons may act accordingly. The receipt by any such Convertible Noteholder of the Convertible Debentures which may be acquired pursuant to the exercise of Convertible Notes held by such holder, shall be a good discharge to the Corporation and the Trustee for the same and neither the Corporation nor the Trustee shall be bound to inquire into the title of any such holder except where the Corporation or the Trustee is required to take such notice by statute or by order of a court of competent jurisdiction.
Sample 1
Ownership of Convertible Notes. The Shareholder is, and (subject to any Permitted Transfers) through the period prior to the conversion of the Convertible Notes will continue to be, the sole record and Beneficial Owner of, and has, and (subject to any Permitted Transfers) through the period prior to the conversion of the Convertible Notes will continue to have, good and valid title to, the Convertible Notes, free and clear of all Liens, except for any Liens (i) created by this Agreement and the Investor Rights Agreement, (ii) arising pursuant to applicable Law or (iii) that would not adversely affect the ability of the Shareholder to perform or comply with its obligations under this Agreement (collectively, “Permitted Liens”). Except as otherwise provided in the Convertible Notes Indenture and the Investor Rights Agreement, the Shareholder has, and (subject to any Permitted Transfers) through the period prior to the conversion of the Convertible Notes will continue to have, the sole right to vote (or cause to vote) the Convertible Notes at any meeting of holders of the Convertible Notes under the Convertible Notes Indenture, the sole power to dispose of the Convertible Notes, the sole power to exercise (and determine the exercise of) conversion rights with respect to the Convertible Notes, the sole power to issue instructions with respect to the matters set forth in Section 3.01 and the sole power to agree to all of the other matters set forth in this Agreement with respect to the Convertible Notes, in each case, with no restrictions, qualifications or limitations on such rights, and none of the Convertible Notes are subject to any voting agreement, voting trust, proxy, power of attorney or other agreement, arrangement or restriction with respect to the exercise of rights in respect of the Convertible Notes, except as contemplated by this Agreement.
Sample 1
Ownership of Convertible Notes. Record and beneficial ownership of the Convertible Notes shall remain in the name of the Holders (unless and until transferred pursuant to the terms thereof, with written notice thereof to the Transfer Agent). Any transfer or purported transfer of the Convertible Notes (a) not made pursuant to the terms of the Convertible Notes and (b) not properly noticed to the Transfer Agent shall be null and void ab initio and shall not be given effect thereto by the Transfer Agent. The Transfer Agent shall not be required to acknowledge any transfer of the Convertible Notes unless accompanied by written confirmation thereof from the Holders.
Sample 1
Ownership of Convertible Notes. Record and beneficial ownership of the Convertible Notes shall remain in the name of the Holders (unless and until transferred pursuant to the terms thereof, with written notice thereof to the Transfer Agent). Any transfer or purported transfer of the Convertible Notes (a) not made pursuant to the terms of the Convertible Notes and (b) not properly noticed to the Transfer Agent shall be null and void ab initio and shall not be given effect thereto by the Transfer Agent. The Transfer Agent shall not be required to acknowledge any transfer of the Convertible Notes unless accompanied by written confirmation thereof from the Holders. The wire transfer account of each Holder is as set forth on Schedule 2 attached hereto. The address of each Holder is as set forth in Section 8 hereof.
Sample 1
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Ownership of Convertible Notes. The Noteholder owns the Convertible Notes free and clear of any mortgages, liens, security interests, claims, charges, pledges, encumbrances and any restrictions on the transfer thereof of any nature whatsoever. There are no outstanding subscriptions, rights, options, warrants or other agreements obligating the Noteholder to sell or transfer to any third person any of the Convertible Notes.
Sample 1

Related to Ownership of Convertible Notes

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Warrants The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Beneficial Ownership of Registrable Securities (a) Type and Number of Registrable Securities beneficially owned:

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Ownership of This Warrant The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary until presentation of this Warrant for registration of transfer as provided in this Section 4.

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