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Common use of Stock to be Issued Clause in Contracts

Stock to be Issued. Upon the conversion of any Debentures and upon receipt by the Company or its designated attorney of a facsimile or original of Purchaser's signed Notice of Conversion (see Exhibit D) Seller shall instruct Seller's transfer agent to issue Stock Certificates without restrictive legend or stop transfer instructions, if at that time the Registration Statement has been deemed effective (or with proper restrictive legend if the Registration Statement has not as yet been declared effective), in the name of Purchaser (or its nominee) and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion, as applicable. Seller warrants that no instructions, other than these instructions, have been given or will be given to the transfer agent and that the Common Stock shall otherwise be freely transferable on the books and records of Seller, except as may be set forth herein. (i) Conversion Rate. Purchaser is entitled, at its option, to convert the face amount of each Debenture, plus accrued interest, anytime following the Due Date, at the lesser of (a) 82% of the 10 day average closing bid price, as reported by Bloomberg, LP for the 10 consecutive trading days immediately preceding the applicable Conversion Date or (b) $1.00 (each being referred to as the "Conversion Price"). No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded up or down, as the case may be, to the nearest whole share.

Appears in 2 contracts

Samples: Securities Offering Agreement (Swissray International Inc), Securities Offering Agreement (Swissray International Inc)

Stock to be Issued. Upon the conversion of any Debentures and upon receipt by the Company or its designated attorney of a facsimile or original of Purchaser's signed Notice of Conversion (see Exhibit D) Seller shall instruct Seller's transfer agent to issue Stock Certificates without restrictive legend or stop transfer instructions, if at that time the Registration Statement has been deemed effective (or with proper restrictive legend if the Registration Statement has not as yet been declared effective), in the name of Purchaser (or its nominee) and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion, as applicable. Seller warrants that no instructions, other than these instructions, have been given or will be given to the transfer agent and that the Common Stock shall otherwise be freely transferable on the books and records of Seller, except as may be set forth herein. (i) Conversion Rate. Purchaser is entitled, at its option, to convert the face amount of each Debenture, plus accrued interest, anytime following the Due Closing Date, at the lesser of (a) 82% of the 10 day average closing bid price, as reported by Bloomberg, LP for the 10 consecutive trading days immediately preceding the applicable Conversion Date or (b) $1.00 (each being referred to as the "Conversion Price"). No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded up or down, as the case may be, to the nearest whole share.

Appears in 2 contracts

Samples: Securities Offering Agreement (Swissray International Inc), Securities Offering Agreement (Swissray International Inc)

Stock to be Issued. Upon the conversion of any Debentures and upon receipt by the Company or its designated attorney of a facsimile or original of Purchaser's signed Notice of Conversion (see Exhibit D) Seller shall instruct Seller's transfer agent to issue Stock Certificates without restrictive legend or stop transfer instructions, if at that time the Registration Statement has been deemed effective (or with proper restrictive legend if the Registration Statement has not as yet been declared effective), in the name of Purchaser (or its nominee) and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion, as applicable. Seller warrants that no instructions, other than these instructions, have been given or will be given to the transfer agent and that the Common Stock shall otherwise be freely transferable on the books and records of Seller, except as may be set forth herein. (i) Conversion Rate. Purchaser is entitled, at its option, to convert the face amount of each Debenture, plus accrued interest, anytime six (6) months following the Due Closing Date, at the lesser of (a) 82% of the 10 day average closing bid price, as reported by Bloomberg, LP for the 10 consecutive trading days immediately preceding the applicable Conversion Date or (b) $1.00 (each being referred to as the "Conversion Price"). No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded up or down, as the case may be, to the nearest whole share.

Appears in 1 contract

Samples: Securities Offering Agreement (Swissray International Inc)