Examples of Conversion Securities in a sentence
The Holder represents that it is acquiring the Note and the Conversion Securities (collectively, the “Securities”) solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.
No person has any right of first refusal or any preemptive rights in connection with the issuance of the Notes, the Warrants or Conversion Securities or any future issuances of securities by the Company.
The execution, delivery and performance of and compliance with this Agreement, the Notes or the Warrants by the Company, and the issuance and sale of the Conversion Securities, will not result in any violation of the Certificate of Incorporation or Bylaws of the Company or in any violation of or default in any material respect under the terms of any mortgage, indenture, contract, agreement, instrument, judgment or decree.
Any legend endorsed on a certificate pursuant to subsection 3(f) and the stop transfer instructions with respect to such legend shall be removed, and the Company shall issue a certificate without such legend to the holder of such Note, Warrant or Conversion Securities if such Note, Warrant or Conversion Securities are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available or if such holder satisfies the requirements of Rule 144(k).
The Purchaser acknowledges and understands that the Note, the Warrant and the Conversion Securities must be held for at least 12 months after Closing and thereafter indefinitely unless they are registered under the Securities Act and qualified under applicable blue sky laws or an exemption from such registration and such qualification is available.