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.
The Company need not register a transfer of any legended Note, Warrant or Conversion Securities, and may also instruct its transfer agent not to register the transfer of the Notes, Warrants or Conversion Securities, unless the conditions specified in each of the foregoing legends are satisfied.
The Payor covenants that all Conversion Securities that shall be so issued shall be duly authorized, validly issued, fully paid and non-assessable by the Payor, not subject to any preemptive rights, and free from any taxes, liens and charges with respect to the issue thereof.