Payments in Common Stock Sample Clauses

Payments in Common Stock. Subject to Sections 2.4 and 3.2, if the average closing price of the Common Stock on the Principal Market is at least 115% of the Closing Price, with the product rounded to the nearest penny, for any period of ten (10) consecutive trading days (each, a "XXXXRMINATION PERIOD"), then on the next trading day following the completion of each such Determination Period, the Holder shall provide the Borrower with written notice (a "CALL NOTICE") requiring the conversion at the Fixed Conversion Price of all (or such lesser amount as may be necessary to comply with the provisions of Section 3.2) of the outstanding interest and principal of this Note as of the date set forth in the Call Notice (the "CALL DATE") (it being acknowledged and agreed that Holder shall specify any limitation imposed by Section 3.2 in its Call Notice, and, so long as a Determination Period shall be continuing, as soon as Holder reduces its holdings of Common Stock so as not to be in violation of Section 3.2, Holder shall deliver a subsequent Call Notice requiring the conversion the remaining outstanding interest and principal of this Note up to the limitations of Section 3.2). The Call Date associated with any Call Notice shall be at least three (3) trading days following the date of the Call Notice. On the Call Date, the Borrower shall deliver to the Holder certificates evidencing the shares of Common Stock issued in satisfaction of the principal and interest being retired. Notwithstanding the foregoing, the Borrower's issuance of shares of Common Stock in payment of its obligations under this Note pursuant to this Section 2.3 shall be subject to the limitation that the number of shares of Common Stock to be issued in connection with any Call Notice shall not exceed thirty percent (30%) of the aggregate dollar trading volume (the "TRADING VOLUME LIMITATION") of the Common Stock (as such volume is reported by Bloomberg, L.P.) during the Determination Period corresponding to such Call Notice. Notwithstanding anything herein to the contrary, the parties agree that if any conversion hereunder is limited by the Trading Volume Limitation and the closing price of the Common Stock on the Principal Market shall continue to be at least 115% of the Closing Price beyond the Determination Period for which and initial Call Notice shall have been delivered, a new Determination Period shall occur each trading day thereafter on a rolling ten (10) trading day basis until such time as the Common Stock on the...
Sample 1
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Payments in Common Stock. The Company shall make Interest Payments and Principal Payments in cash by wire transfer of immediately available funds; provided, however, that, subject to the satisfaction of all of the Stock Payment Conditions as specified in paragraph (e) below, the Company may elect to pay all or a portion of the Interest due on a Scheduled Interest Payment Date or principal due on a Principal Payment Date, as the case may be, in shares of Common Stock (the “Stock Option”). Interest or principal payments that are due in cash and not paid within five (5) Business Days of the due date therefor shall bear interest until paid at the Default Interest Rate.
Sample 1
Payments in Common Stock. At Company's option, Company may make payments in whole or in part due to Purchaser hereunder in Common Stock provided the following conditions are met: (i) the fair market value of shares of Common Stock shall be determined by the Company and shall be equal to the average of the Closing Prices Per Share of the Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the date of payment and the fair market value of a share of Common Stock determined in accordance herewith shall not equal less than Five Dollars ($5); (ii) the shares of Common Stock to be issued and/or delivered to Purchaser as payment hereunder shall, immediately after delivery to Purchaser, be freely transferable to any third parties by Purchaser without being subject to any transfer restrictions under the Securities Act and any other federal and state securities laws; (iii) such Common Stock is, or shall have been, approved for quotation on the Nasdaq National Market or listed on a national securities exchange, in either case, prior to the date of issuance of Common Stock as payment hereunder; (iv) all shares of Common Stock which may be issued as payment hereunder will be issued out of the Company's authorized but unissued Common Stock and, will upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive or similar rights; and (v) the fair market value of one share of stock determined in accordance with clause (i) of this paragraph multiplied by the number of oustanding fully-diluted shares of the Company shall not total less than Thirty Million Dollars ($30,000,000).
Sample 1

Related to Payments in Common Stock

  • Changes in Common Stock If, and as often as, there is any change in the Common Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock as so changed.

  • Changes in Common Stock or Preferred Stock If, and as often as, there is any change in the Common Stock or the Preferred Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock or the Preferred Stock as so changed.

  • Cash Payments in Lieu of Fractional Shares No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Notes. If more than one Note shall be surrendered for conversion at one time by the same holder, the number of full shares that shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Note or Notes, the Company shall make an adjustment and payment therefor in cash at the current market price thereof to the holder of Notes. The current market price of a share of Common Stock shall be the Closing Price on the last Business Day immediately preceding the day on which the Notes (or specified portions thereof) are deemed to have been converted.

  • Elective Distributions in Cash or Shares Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

  • Sale of Common Stock Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock of the Company set forth on Schedule 1 attached hereto.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • No Suspensions of Trading in Common Stock The Common Stock shall not have been suspended, as of the Closing Date, by the Commission or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the Commission or the Principal Trading Market have been threatened, as of the Closing Date, either (A) in writing by the Commission or the Principal Trading Market or (B) by falling below the minimum listing maintenance requirements of the Principal Trading Market.

  • Common Stock 1 Company........................................................................1

  • No Suspensions of Trading in Common Stock; Listing Trading in the Common Stock shall not have been suspended by the Commission or any Trading Market (except for any suspensions of trading of not more than one Trading Day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Common Stock shall have been at all times since such date listed for trading on a Trading Market;

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

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