The Conversion Securities Clause Samples
The Conversion Securities. Upon issuance of the Shares in accordance with this Agreement and the Certificate of Designations, the Shares will be convertible into the Conversion Securities in accordance with the terms of the Shares set forth in the Certificate of Designations; a number of Conversion Securities (the “Maximum Number of Conversion Securities”) equal to the sum of (x) the product of (A) the initial “Maximum Conversion Rate” (as defined in the Pricing Disclosure Package) and (B) the maximum number of Shares and (y) the product of (A) the maximum number of shares of Common Stock that would be added to the “Maximum Conversion Rate” (as defined in the Pricing Disclosure Package) assuming (i) the Company paid no dividends on the Shares prior to the “Mandatory Conversion Date” (as defined in the Pricing Disclosure Package) and (ii) the “Floor Price” (as defined in the Pricing Disclosure Package) is greater than 97% of the relevant “Average Price” (as defined in the Pricing Disclosure Package) and (B) the maximum number of Shares has been and will be duly authorized and reserved for issuance by all necessary corporate action of the Company; all Conversion Securities, when issued upon such conversion or delivery (as the case may be) in accordance with the terms of the Shares set forth in the Certificate of Designations, will be duly and validly issued, will be fully paid and nonassessable, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus and will not be subject to any preemptive or similar rights that have not been duly waived or satisfied.
The Conversion Securities. The Conversion Securities have been duly authorized (and reserved, as applicable) for issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the Conversion Securities are not and will not be subject to the preemptive rights of any holders of any security of Borrower or similar contractual rights granted by Borrower; and all corporate action required to be taken for the authorization, reservation (as applicable) and issuance of the Conversion Securities has been duly and validly taken. No approval of the stockholders of Borrower under the rules and regulations of the Commission or any other applicable law is required for Borrower to issue and deliver to Lender the Conversion Securities.