New Underlying Shares definition

New Underlying Shares means the New Warrant Shares and the New Conversion Shares, including without limitation, shares of Common Stock issued and issuable in lieu of the cash payment of interest on the New Notes in accordance with the terms of the New Notes, in each case without respect to any limitation or restriction on the conversion of the New Notes or the exercise of the New Warrants.
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Examples of New Underlying Shares in a sentence

  • The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the New Underlying Shares at least equal to the Required Minimum on the date hereof.

  • Such New Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the New Debenture, New Warrants or New Underlying Shares.

  • Subject to the terms and conditions of this Waiver, the Company has requested, and the Purchasers have agreed, to acknowledge that the New Underlying Shares (as such term is defined in the Additional Issuance Agreement) shall be included on the Registration Statement registering the Debentures and Warrants of the Purchasers.

  • The Registration Rights Agreement entered into in connection with the Purchase Agreement is hereby amended so that the term “Registrable Securities” includes in the calculation thereof the New Underlying Shares.

  • The New Underlying Shares, when issued in accordance with the terms of the New Debenture and New Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

  • The Company shall be responsible for any transfer agent fees or DTC fees or legal fees of the Company’s counsel with respect to the removal of legends, if any, or issuance of New Underlying Shares in accordance herewith.

  • The Purchase Agreement is hereby amended so that the term “Debentures” includes the New Debenture issued hereunder and “Underlying Shares” includes the New Underlying Shares.

  • The Purchase Agreement is hereby amended so that the term “Debentures” includes the Additional Debenture issued hereunder and “Underlying Shares” includes the New Underlying Shares.

  • The Company shall promptly secure the listing or designation for quotation (as applicable) of all of the New Underlying Shares upon the Principal Market (subject to official notice of issuance) and shall maintain such listing of all of the New Underlying Shares from time to time issuable under the terms of the Exchange Documents.

  • Upon issuance upon conversion or exchange, as applicable, in accordance with the New Primary Securities, the New Underlying Shares, when issued, will be validly issued, fully paid and nonassessable and free from all Liens with respect to the issue thereof, with the Holder being entitled to all rights accorded to a holder of Common Stock.