Common Stock Issuable Upon Conversion Sample Clauses

Common Stock Issuable Upon Conversion. For purposes of this Article 11, "Common Stock" includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of Section 11.06(b) hereof, shares issuable on conversion of Debentures shall include only shares of the class designated as Common Stock of the Company on the date of issuance of the Preferred Stock pursuant to the Offering or shares of any class or classes resulting from any reclassification thereof and which have no preferences in respect of dividends or amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided that, if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

Common Stock Issuable Upon Conversion. Within three (3) Business Days of receipt of a Conversion Notice, the Borrower shall issue to the Lender that number of shares of Common Stock of the Lender, no par value, determined by dividing the Conversion Amount by a price (the "Conversion Price") determined from time to time and subject to adjustment as set forth in this Promissory Note. For purposes hereof, the Conversion Price as of any date of determination shall be the average of the VWACS during the thirty (30) consecutive Trading Days immediately preceding such date of determination. For purposes hereof, "VWACS" shall mean the weighted daily average bid price per share of the Common Stock on the Nasdaq National Market ("NASDAQ") or on the New York Stock Exchange, American Stock Exchange or the Nasdaq SmallCap Market (each, a "Subsequent Market") as reported by Bloomberg Information Services, Inc., or its successors to its function of reporting prices, and "Trading Day" shall mean (i) a day on which the Common Stock is traded on the NASDAQ or on such Subsequent Market on which the Common Stock is then listed or quoted, as the case may be, or (ii) if the Common Stock is not listed on the NASDAQ or on a Subsequent Market, a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event the Common Stock is not listed or quoted as set forth in (i), (ii) or (iii) hereof, then "Trading Day" shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

Common Stock Issuable Upon Conversion. (a) The Company covenants that all Conversion Shares which may be issued upon conversion of this Note shall, upon issuance, be fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, except restrictions on resale or other transfer imposed under the Securities Act of 1933, as amended, and the Company’s by-laws and certificate of incorporation, and as may be hereafter amended or restated. (b) The Company covenants that as soon as practicable after the final closing of the Offering pursuant to which this Note is being issued, the Company shall cause a special meeting of its stockholders to be held for the purpose of amending the Company’s certificate of incorporation to increase the Company’s authorized Common Stock, and upon obtaining such approval it will at all times reserve and keep available out of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue the shares of Common Stock or other Conversion Shares upon conversion of the Notes as required hereunder, the number of shares of Common Stock or other Conversion Shares which are then issuable and deliverable upon the conversion of (and otherwise in respect of) this entire Note (taking into account the adjustments set forth in Section 2.5 hereof, free from preemptive rights or any other contingent purchase rights of persons other than the Holder.

Common Stock Issuable Upon Conversion. Within three (3) business days of receipt of a Conversion Notice, the Borrower shall issue to the Lender that number of shares of Common Stock determined by dividing the Conversion Amount by the Fair Market Value of the Common Stock as of the Conversion Date (the "CONVERSION PRICE"). If the calculation of the Conversion Price set forth in the preceding sentence would result in a Conversion Price of less than $11.00 (as adjusted for stock splits, stock dividends, recapitalizations and the like), then the Conversion Price shall instead be $11.00 (as adjusted for stock splits, stock dividends, recapitalizations and the like). If the calculation of the Conversion Price set forth in the second preceding sentence would result in a Conversion Price of greater than $19.507 (as adjusted for stock splits, stock dividends, recapitalizations and the like), then the Conversion Price shall instead be $19.507 (as adjusted for stock splits, stock dividends, recapitalizations and the like). The Conversion Price shall be subject to adjustment as set forth below. If less than the entire outstanding principal amount of this Convertible Subordinated Promissory Note is being converted, a new Convertible Subordinated Promissory Note shall promptly be delivered to the Lender for the unconverted principal balance and shall be of like tenor as to all terms as the Convertible Subordinated Promissory Note surrendered.

Common Stock Issuable Upon Conversion. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities shall be convertible at the option of the holder thereof for shares of Common Stock in accordance with the terms of the Securities and the Indenture; and the shares of Common Stock initially issuable upon conversion of Securities have been duly authorized and reserved for issuance, and when issued and delivered, pursuant to the terms of the Indenture, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Offering Memorandum; and the issuance of the Securities and the Common Stock issuable upon conversion of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.

Common Stock Issuable Upon Conversion. (a) The Company shall at all times reserve and keep available for issue upon the conversion of shares of Series A Preferred Stock such number of its authorized and unissued shares of Common Stock as will be sufficient to permit such conversion in full. All shares of Common Stock which shall be so issuable, when issued upon conversion of shares of Series A Preferred Stock in accordance with the terms of the Series A Preferred Stock, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. (b) The Company shall use all reasonable efforts to cause the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock and upon exercise of Warrants to be approved for listing on NASDAQ prior to the issuance of such shares.

Common Stock Issuable Upon Conversion. The Company covenants that all shares of Common Stock which may be issued upon conversion of this Note shall, upon issuance, be fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, except restrictions on resale or other transfer imposed under the Securities Act of 1933, as amended, and the Company's By-laws and Certificate of Incorporation, and as may be hereafter amended or restated. The Company further covenants that during the period within which the conversion right represented by this Note may be exercised, the Company will, at all times, have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Note.

Common Stock Issuable Upon Conversion of Purchased Shares --------------------------------------------------------- and Exercise of Purchased Warrants and Investment Banking Warrants. The ------------------------------------------------------------------ issuance of the shares of Common Stock (the "Underlying Shares") issuable upon ----------------- conversion of the Purchased Shares or upon exercise of the Purchased Warrants and the Investment Banking Warrants has been duly authorized and the Underlying Shares have been, and at all times prior to such conversion or exercise will have been, duly reserved for issuance upon such conversion or exercise and, when so issued, will be validly issued, fully paid and non-assessable.