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 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. 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
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
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
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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

Related to Ownership of Convertible Notes

  • Ownership of Notes (a) A Note may be transferred by the Note Holder to any person in accordance with this agreement.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • 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 Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • Ownership of Outstanding Shares Without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions, Parent covenants and agrees in favour of ExchangeCo that, as long as any outstanding Exchangeable Shares are owned by any person or entity other than Parent or any of its Affiliates, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo.

  • 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:

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.

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