Paros and All Seas Conversion Rights Sample Clauses

Paros and All Seas Conversion Rights. (a) In order to facilitate an exit from the Company, at any time following the earlier of (i) the second anniversary of the date hereof and (ii) the execution of definitive documentation with regards to of (A) any transfer, sale or other Disposition of all or substantially all of Euroseas' assets directly or indirectly and to any Person or group of Persons in a transaction or series of transactions where, in the aggregate, all or substantially all of the proceeds of which are distributed from Euroseas to its shareholders, (B) any transaction that results in or is reasonably expected to result in a Change of Control (as defined below) of Euroseas, or (C) any transaction that causes Euroseas to terminate its status as a public reporting company under the Securities Act, any of Paros or any All Seas Member (or any of their Permitted Transferees or any other Person that acquired Units pursuant to a Permitted Transfer) may (such Member(s), the "Converting Member(s)"), from time to time, by notice delivered to Euroseas and the Board of Managers (a "Conversion Notice"), demand an exchange of part or all of its Units, as set forth in the Conversion Notice (the "Conversion Units") for Euroseas Common Stock (or, to the extent practicable by way of merger or such other transaction with a similar result, regardless of form, agreed upon by Euroseas and the Converting Member) (the "Conversion Right" and any such transaction, a "Conversion"); provided, that in the case of any of the transactions described in clause (ii), the exercise of the Conversion Right shall only be permitted to the extent such exercise does not materially impede or delay the consummation of such transaction. As a result of the Conversion, the Converting Member will be entitled to receive a number of shares of Euroseas Common Stock that, when expressed as a percentage of the sum of (1) the number of all shares of Euroseas Common Stock issued and outstanding as of on the date of such Conversion (pro forma for such issuance) plus (2) the number of all vested In-The-Money Options and Warrants multiplied by the difference of (a) one over (b) the ratio of the average of the exercise or strike price over the Euroseas' VWAP as of the date of delivery of such Conversion plus (3) the number of all unvested In-The-Money Options and Warrants multiplied by the difference of (a) one over (b) the ratio of the average of the exercise or strike price over the Euroseas VWAP and shares of unvested restricted Euroseas...
Sample 1
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Related to Paros and All Seas Conversion Rights

  • Conversion Rights The Holder shall have the right to convert the principal amount and interest due under this Note into Shares of the Borrower's Common Stock as set forth below.

  • No Conversion Rights The Series A Preferred Units shall not be convertible into any other class or series of interest in the Partnership.

  • Reservation and Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Termination of Conversion Rights In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Preferred Stock.

  • Holders Conversion Rights The Holder shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding principal amount of this Note, together with interest and fees due hereon, into shares of Common Stock subject to the terms and conditions set forth in this Article III. The Holder may exercise such right by delivery to the Borrower of a written notice of conversion not less than one (1) day prior to the date upon which such conversion shall occur.

  • Persons Having Rights Under Warrant Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Stock Fully Paid Reservation and Listing of Shares Covenants (a) The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to issuance. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of the issue upon exercise of this Warrant a sufficient number of shares of Common Stock to provide for the exercise of this Warrant and, without limiting the foregoing, will take any actions necessary to effectuate the foregoing, including without limitation increasing its authorized capital stock.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

  • Persons Having Rights under this Warrant Agreement Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.

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