Deemed Issuance definition

Deemed Issuance means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Sections 3 or 8 of the Note or Warrant Shares (as defined in the Purchase Agreement) as and when required pursuant to the Warrant. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Deemed Issuance means a requested conversion under the Note that is not honored by the Company.

Deemed Issuance means (i) a Deemed Conversion Issuance as defined in Section 3.3(b) hereof, (ii) a Deemed Warrant Issuance as defined in Section 7.1(e) hereof, and (iii) a Deemed Installment Issuance as defined in Section 8.5 hereof.

Examples of Deemed Issuance in a sentence

• No adjustment of an Exercise Price shall be made if it has the effect of increasing the Exercise Price beyond the applicable Exercise Price in effect immediately prior to such issuance or Deemed Issuance.

• In the case of a Deemed Issuance of Additional Shares, the consideration for the Additional Shares shall be deemed to be the aggregate consideration received by the Company on the issuance of the securities themselves, taken together with any additional consideration (if any) to be paid to the Company on the exercise or conversion of the securities.

• If Purchaser delivers an Inspection Waiver, or its Deemed Issuance occurs, Purchaser shall have no further right to terminate the Agreement pursuant to Section 2.7.1, and FIFTEEN THOUSAND AND NO/100THS DOLLARS ($15,000.00) of the ▇▇▇▇▇▇▇ Money shall become nonrefundable except as otherwise provided herein (the “Inspection Period Charge”).

• Borrower agrees that so long this Debenture is outstanding, it shall not, without Lender's consent, make any Issuance of Units or Deemed Issuance of Units at a price per Unit (or the applicable conversion or Option exercise price per Unit in the case of a Deemed Issuance of Units) (the "DOWN ROUND PRICE") which is less than the Conversion Price (a "DOWN ROUND").

• If Purchaser delivers an Inspection Waiver, or a Deemed Issuance occurs, Purchaser shall have no further right to terminate the Agreement pursuant to this Section 2.7.1, and TEN THOUSAND AND NO/100THS DOLLARS of the ▇▇▇▇▇▇▇ Money (the “Inspection Period Charge”) shall become nonrefundable except as otherwise provided herein.

More Definitions of Deemed Issuance

Deemed Issuance means an issuance of Ordinary Shares that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Section 9 of this Note. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay a Redemption Amount in Redemption Conversion Shares and fails to deliver such Redemption Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

Deemed Issuance means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Section 9 of the Note. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

Deemed Issuance means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms of this Warrant or the Note in the event Company fails to deliver shares of Common Stock as and when required.

Deemed Issuance means an issuance of Ordinary Shares that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Section 9 of this Note. For the avoidance of doubt, if ▇▇▇▇▇▇▇▇ has elected or is deemed under Section 8.3 to have elected to pay a Redemption Amount in Redemption Conversion Shares and fails to deliver such Redemption Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

Deemed Issuance means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof or any applicable warrant in the event Borrower fails deliver Conversion Shares as and when required pursuant to Sections 3 or 8 of the Note.

Deemed Issuance means the issuance of Convertible Securities.

Deemed Issuance means (i) a Deemed Conversion Issuance as defined in Section hereof, (ii) a Deemed Warrant Issuance as defined in Section hereof, and (iii) a Deemed Installment Issuance as defined in Section hereof.