Common use of Void Conversion Notice; Adjustment of Conversion Price Clause in Contracts

Void Conversion Notice; Adjustment of Conversion Price. If for any reason a Holder has not received all of the shares of Common Stock to which such Holder is entitled prior to the tenth (10th) Trading Day after the Share Delivery Date with respect to a conversion of Series A Preferred Stock, then the Holder, upon written notice to the Corporation, with a copy to the Transfer Agent, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any shares of Series A Preferred Stock that have not been converted pursuant to such Holder’s Conversion Notice; provided that the voiding of a Holder’s Conversion Notice shall not effect the Corporation’s obligations to make any payments which have accrued prior to the date of such notice pursuant to Section 8(b)(iii)(A) or otherwise. Thereafter, the Conversion Price of any Series A Preferred Stock returned or retained by the Holder for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice and (II) the lowest Weighted Average Price of the Common Stock during the period beginning on the Conversion Date and ending on the date such Holder voided the Conversion Notice, subject to further adjustment as provided in this Certificate of Designations.

Appears in 3 contracts

Samples: Merger Agreement (Telik Inc), Merger Agreement (Telik Inc), Agreement and Plan of Merger (Telik Inc)

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Void Conversion Notice; Adjustment of Conversion Price. If for any reason a Holder has not received all of the shares of Common Stock to which such Holder is entitled prior to the tenth sixth (10th6th) Trading Day after the Share Delivery Date or Company Delivery Date, as applicable, with respect to a conversion of Series A Preferred StockShares, then the Holder, upon written notice to the CorporationCompany, with a copy to the Transfer Agent, may void its Conversion Notice or any applicable Company Conversion Notice, with respect to, and retain or have returned, as the case may be, any shares of Series A Preferred Stock Shares that have not been converted pursuant to such Holder’s Conversion Notice or Company Conversion Notice; provided that the voiding of a Holder’s Conversion Notice or Company Conversion Notice, as applicable, shall not effect the CorporationCompany’s obligations to make any payments which have accrued prior to the date of such notice pursuant to Section 8(b)(iii)(A2(d)(v)(A) or otherwise. Thereafter, the Conversion Price of any Series A Preferred Stock Shares returned or retained by the Holder for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice or voided Company Conversion Notice, as applicable, and (II) the lowest Weighted Average Price of the Common Stock during the period beginning on the Conversion Date or Company Delivery Date, as applicable, and ending on the date such Holder voided the Conversion Notice or Company Conversion Notice, as applicable, subject to further adjustment as provided in this Certificate of Designations.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cano Petroleum, Inc), Securities Purchase Agreement (Cano Petroleum, Inc), Securities Purchase Agreement (Cano Petroleum, Inc)

Void Conversion Notice; Adjustment of Conversion Price. If for any reason a Holder has not received all of the shares of Common Stock to which such Holder is entitled prior to the tenth sixth (10th6th) Trading Day after the Share Delivery Date or Company Delivery Date, as applicable, with respect to a conversion of Series A Preferred StockShares, then the Holder, upon written notice to the CorporationCompany, with a copy to the Transfer Agent, may void its Conversion Notice or any applicable Company Conversion Notice, with respect to, and retain or have returned, as the case may be, any shares of Series A Preferred Stock Shares that have not been converted pursuant to such Holder’s 's Conversion Notice or Company Conversion Notice; provided that the voiding of a Holder’s 's Conversion Notice or Company Conversion Notice, as applicable, shall not effect the Corporation’s Company's obligations to make any payments which have accrued prior to the date of such notice pursuant to Section 8(b)(iii)(A2(d)(v)(A) or otherwise. Thereafter, the Conversion Price of any Series A Preferred Stock Shares returned or retained by the Holder for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice or voided Company Conversion Notice, as applicable, and (II) the lowest Weighted Average Price of the Common Stock during the period beginning on the Conversion Date or Company Delivery Date, as applicable, and ending on the date such Holder voided the Conversion Notice or Company Conversion Notice, as applicable, subject to further adjustment as provided in this Certificate of Designations.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cano Petroleum, Inc), Investors Rights Agreement (Cano Petroleum, Inc)

Void Conversion Notice; Adjustment of Conversion Price. If for any reason a Holder has not received all of the shares of Common Stock to which such Holder is entitled prior to the tenth fifth (10th5th) Trading Day after the Share Delivery Date with respect to a conversion of Series A B Preferred StockShares, then the such Holder, upon written notice to the CorporationCompany, with a copy to the Transfer Agent, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any shares of Series A B Preferred Stock Shares that have not been converted pursuant to such Holder’s Conversion Notice; provided that the voiding of a Holder’s Conversion Notice shall not effect affect the CorporationCompany’s obligations to make any payments which have accrued prior to the date of such notice pursuant to Section 8(b)(iii)(A2(c)(iv)(A) or otherwise. Thereafter, the Conversion Price of any Series A B Preferred Stock Shares returned or retained by the such Holder for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice and (II) the lowest Weighted Average Price of the Common Stock during the period beginning on the Conversion Date and ending on the date such Holder voided the Conversion Notice, subject to further adjustment as provided in this Certificate of Designations.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Telik Inc), Telik Inc

Void Conversion Notice; Adjustment of Conversion Price. If for any reason a Holder has not received all of the shares of Common Stock to which such Holder is entitled prior to the tenth (10th) Trading Day after the Share Delivery Date with respect to a conversion of Series A Preferred Stock, then the Holder, upon written notice to the Corporation, with a copy to the Transfer Agent, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any shares of Series A Preferred Stock that have not been converted pursuant to such Holder’s 's Conversion Notice; provided that the voiding of a Holder’s 's Conversion Notice shall not effect affect the Corporation’s 's obligations to make any payments which have accrued prior to the date of such notice pursuant to Section 8(b)(iii)(A7(b)(iii)(A) or otherwise. Thereafter, the Conversion Price of any Series A Preferred Stock returned or retained by the Holder for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice and (II) the lowest Weighted Average Price of the Common Stock during the period beginning on the Conversion Date and ending on the date such Holder voided the Conversion Notice, subject to further adjustment as provided in this Certificate of Designations.

Appears in 2 contracts

Samples: Agreement of Merger and Plan of Reorganization (Eon Communications Corp), Agreement of Merger and Plan of Reorganization (Eon Communications Corp)

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Void Conversion Notice; Adjustment of Conversion Price. If for any reason a Holder has not received all of the shares of Common Stock to which such Holder is entitled prior to the tenth fifth (10th5th) Trading Business Day after the Share Delivery Date with respect to a conversion of Series A Preferred StockShares, then the Holder, upon written notice to the CorporationCompany, with a copy to the Transfer Agent, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any shares of Series A Preferred Stock Shares that have not been converted pursuant to such Holder’s 's Conversion Notice; provided that the voiding of a Holder’s 's Conversion Notice shall not effect the Corporation’s Company's obligations to make any payments which have accrued prior to the date of such notice pursuant to Section 8(b)(iii)(A2(d)(v)(A) or otherwise. Thereafter, the Conversion Price of any Series A Preferred Stock Shares returned or retained by the Holder for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice and (II) the lowest Weighted Average Price of the Common Stock during the period beginning on the Conversion Date and ending on the date such Holder voided the Conversion Notice, subject to further adjustment as provided in this Certificate of Designations.

Appears in 1 contract

Samples: Consent and Waiver Agreement (Interpharm Holdings Inc)

Void Conversion Notice; Adjustment of Conversion Price. If for any reason a Holder has not received all of the shares of Common Stock to which such Holder is entitled prior to the tenth fifth (10th5th) Trading Business Day after the Share Delivery Date with respect to a conversion of Series A Preferred StockShares, then the Holder, upon written notice to the CorporationCompany, with a copy to the Transfer Agent, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any shares of Series A Preferred Stock Shares that have not been converted pursuant to such Holder’s Conversion Notice; provided that the voiding of a Holder’s Conversion Notice shall not effect the CorporationCompany’s obligations to make any payments which have accrued prior to the date of such notice pursuant to Section 8(b)(iii)(A2(d)(v)(A) or otherwise. Thereafter, the Conversion Price of any Series A Preferred Stock Shares returned or retained by the Holder for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice and (II) the lowest Weighted Average Price of the Common Stock during the period beginning on the Conversion Date and ending on the date such Holder voided the Conversion Notice, subject to further adjustment as provided in this Certificate of Designations.

Appears in 1 contract

Samples: Securities Purchase Agreement (Devcon International Corp)

Void Conversion Notice; Adjustment of Conversion Price. If for any reason a Holder has not received all of the shares of Common Stock to which such Holder is entitled prior to the tenth (10th) Trading Day after the Share Delivery Date or Company Delivery Date, as applicable, with respect to a conversion of Series A Preferred StockShares, then the Holder, upon written notice to the CorporationCompany, with a copy to the Transfer Agent, may void its Conversion Notice or any applicable Company Conversion Notice, with respect to, and retain or have returned, as the case may be, any shares of Series A Preferred Stock Shares that have not been converted pursuant to such Holder’s Conversion Notice or Company Conversion Notice; provided that the voiding of a Holder’s Conversion Notice or Company Conversion Notice, as applicable, shall not effect the CorporationCompany’s obligations to make any payments which have accrued prior to the date of such notice pursuant to Section 8(b)(iii)(A2(d)(v)(A) or otherwise. Thereafter, the Conversion Price of any Series A Preferred Stock Shares returned or retained by the Holder for failure to timely convert shall be adjusted to the lesser of (I) the Conversion Price relating to the voided Conversion Notice or voided Company Conversion Notice, as applicable, and (II) the lowest Weighted Average Price of the Common Stock during the period beginning on the Conversion Date or Company Delivery Date, as applicable, and ending on the date such Holder voided the Conversion Notice or Company Conversion Notice, as applicable, subject to further adjustment as provided in this Certificate of Designations.

Appears in 1 contract

Samples: Securities Purchase Agreement (Brooke Corp)

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