Examples of Common Conversion Shares in a sentence
In addition, after giving effect to Sections 8.16(a) and (b), the Preferred Conversion Shares and the Common Conversion Shares will have been duly reserved for issuance upon conversion of the Convertible Debenture or conversion of the Preferred Conversion Shares, respectively.
The offer, sale and issuance of the Convertible Debentures, the Preferred Conversion Shares and the Common Conversion Shares (collectively, the "Securities") will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of any applicable state securities laws.
At any time after its issuance the holder of such Series B Preferred, at its option, may convert all or part of its Series B Preferred into One Thousand Nine Hundred Fourteen (1,914) shares of Common Conversion Shares per share of Series B Preferred (a “Discretionary Conversion”).
Neither the issuance, sale or delivery of the Preferred Conversion Shares or the Common Conversion Shares will be subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person.
At any time after its issuance the holder of such Parent Preferred Stock, at its option, may convert all or part of its Parent Preferred Stock into [—] ([—]) shares of Common Conversion Shares per share of Parent Preferred Stock (a “Discretionary Conversion”).
In order to avoid doubt, it is acknowledged that each Holder shall be entitled to the benefit of all adjustments in the number of Common Conversion Shares issuable upon conversion of the Preferred Conversion Shares or as a result of any splits, recapitalizations, combinations or other similar transaction affecting the Common Stock underlying the Preferred Conversion Shares that occur prior to the conversion of the Notes.
Assuming the accuracy of each Purchaser’s representations and warranties set forth in Article 4, no registration under the Securities Act is required for the offer and sale of the Securities, including the issuance of the Common Conversion Shares, by the Company to the Purchasers as contemplated hereby.
The Company shall permit each Purchaser who holds of records or beneficially at least twenty five (25%) percent of the Common Conversion Shares and Preferred Conversion Shares issued or issuable upon exercise of the Warrant or conversion of the Preferred Stock or such Purchaser's designee to have one representative attend each meeting of the Board of Directors of the Company and each meeting of any such committee thereof and to participate in all discussions during each such meeting.
The "Fully Diluted Common Stock Number" shall mean (x) the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including the total number of Common Conversion Shares) plus (y) the total number of shares of Company Common Stock issuable upon exercise of Options (as defined in Section 1.7.2(e) below) outstanding immediately prior to the Effective Time and regardless of restrictions on exercise.
The Common Conversion Shares are duly authorized and, when issued and paid for in accordance with this Agreement or the Warrants, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws.