Conversion and Exercise. Upon conversion of the Shares by any person, (i) if the DTC Transfer Conditions (as defined below) are satisfied, the Company shall cause its transfer agent to electronically transmit all Conversion Shares by crediting the account of such person or its nominee with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system; or (ii) if the DTC Transfer Conditions are not satisfied, the Company shall issue and deliver, or instruct its transfer agent to issue and deliver, certificates (subject to the legend and other applicable provisions hereof and the Certificate of Designation), registered in the name of such person its nominee, physical certificates representing the Conversion Shares. Even if the DTC Transfer Conditions are satisfied, any person effecting a conversion of Shares may instruct the Company to deliver to such person or its nominee physical certificates representing the Conversion Shares, in lieu of delivering such shares by way of DTC Transfer. For purposes of this Agreement, “DTC Transfer Conditions” means that (A) the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer program and (B) the certificates for the Conversion Shares required to be delivered do not bear a legend and the person effecting such conversion or exercise is not then required to return such certificate for the placement of a legend thereon.
Conversion and Exercise. Upon conversion of the Notes or exercise of the Warrants by any person, (i) if the DTC Transfer Conditions (as defined below) are satisfied, the Company shall cause its transfer agent to electronically transmit all Conversion Shares and Warrant Shares by crediting the account of such person or its nominee with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system; or (ii) if the DTC Transfer Conditions are not satisfied, the Company shall issue and deliver, or instruct its transfer agent to issue and deliver, physical certificates (subject to the legend and other applicable provisions hereof and the Notes and Warrants), registered in the name of such person or its nominee, representing the Conversion Shares and Warrant Shares, as applicable. Even if the DTC Transfer Conditions are satisfied, any person effecting a conversion of Notes or exercising Warrants may instruct the Company to deliver to such person or its nominee physical certificates representing the Conversion Shares and Warrant Shares, as applicable, in lieu of delivering such shares by way of DTC Transfer. For purposes of this Agreement, “DTC Transfer Conditions” means that (A) the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer program and (B) certificates issuable with respect to the Conversion Shares or Warrant Shares would not be required to bear a legend pursuant to the Transaction Documents, including Section 5(c) hereof.
Conversion and Exercise. By entering into the Agreement, the Company agrees to take responsibility and accountability for the conversion terms of the Note and the exercise terms of the Warrant, and to honor the conversion and exercise terms as set forth in the Note and the Warrant.
Conversion and Exercise. Upon conversion of the Notes by any person, (i) if the DTC Transfer Conditions (as defined below) are satisfied, the Company shall cause its transfer agent to electronically transmit all Conversion Shares by crediting the account of such person or its nominee with the Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission system; or (ii) if the DTC Transfer Conditions are not satisfied, the Company shall issue and deliver, or instruct its transfer agent to issue and deliver, certificates (subject to the legend and other applicable provisions hereof), registered in the name of such person its nominee, physical certificates representing the Conversion Shares. Even if the DTC Transfer Conditions are satisfied, any person effecting a conversion of Notes may instruct the Company to deliver to such person or its nominee physical certificates representing the Conversion Shares in lieu of delivering such shares by way of DTC Transfer. For purposes of this Agreement, "DTC Transfer Conditions" means that (A) the Company's transfer agent is participating in the DTC Fast Automated Securities Transfer program and (B) the certificates for the Conversion Shares required to be delivered do not bear a legend and the person effecting such conversion or exercise is not then required to return such certificate for the placement of a legend thereon. Transfer or Resale. Each Purchaser understands that (i) except as provided in the Registration Rights Agreement, the sale or resale of the Securities have not been and are not being registered under the Securities Act or any state securities laws, and the Securities may not be transferred unless (A) the transfer is made pursuant to and as set forth in an effective registration statement under the Securities Act covering the Securities; or (B) such Purchaser shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (C) sold under and in compliance with Rule 144; or (D) sold or transferred to an affiliate of such Purchaser that is an Accredited Investor and agrees to sell or otherwise transfer the Securities only in accordance with the provisions of this Section 5(b); and (ii) neither the Company nor any other person is under any obligation to register such S...
Conversion and Exercise. The conversion of the Series C Preferred Stock and the exercise of the Warrants is subject to a limitation on the number of shares of Common Stock that can be issued without Stockholder Approval under the rules of the Nasdaq Stock Market. If such Stockholder Approval is not obtained, the total number of Conversion Shares and Warrant Shares will be limited to no more than twenty percent (20%) of the number of outstanding shares of Common Stock on the Closing Date. As a result, without Stockholder Approval the Purchasers will not be entitled to acquire all of the Conversion Shares and will likely not be able to acquire any of the Warrant Shares, which will adversely effect the value of the Securities purchased by the Purchasers.
Conversion and Exercise. At or prior to the Closing, the Company shall cause all outstanding shares of the Preferred Stock of the Company to be converted into Company Common Stock in accordance with the Company's articles of incorporation and the Charter Amendment. At or prior to the Closing, the Company shall cause the holders of all outstanding warrants to purchase shares of the Company's capital stock to exercise such warrants in accordance with their terms for cash, and to cause any shares of preferred stock issued upon exercise of such warrants to be converted into Company Common Stock. All proceeds from the exercise of such warrants shall be applied, in the order as follows, only (i) to pay off any bank or other debt, (ii) to pay off any notes payable outstanding, and (iii) to pay any transaction related expenses. In the event that such expenses are paid from the warrant proceeds, such expenses shall still be considered "Excluded Expenses" for purposes of this Agreement.
Conversion and Exercise. 28 5.4 Public Announcements................................................28 5.5 Pooling of Interests................................................28 5.6 Affiliate Agreements................................................28 TABLE OF CONTENTS (CONTINUED) PAGE
Conversion and Exercise. At or prior to the Closing, the Company shall cause all outstanding shares of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock of the Company to be converted into Company Common Stock in accordance with the Company's certificate of incorporation. At or prior to the Closing, the Company shall use commercially reasonable efforts to cause the holders of Company Warrants to exercise the Company Warrants in accordance with their respective terms, and to cause any shares of Series B Preferred Stock issued upon exercise of the Company Warrants to be converted into Company Common Stock prior to the Closing.
Conversion and Exercise. The Notes are convertible and the Warrants will be exercisable into shares of Common Stock of the Company at the sole option of the Purchasers at a per share conversion and exercise price of $1.25, respectively, subject to adjustment as provided in Sections 2.4 and 2.11 below (the "C/E Price"). Such option to convert or exercise may be elected by Purchasers at any time subsequent to the expiration of the 60-day "Temporary Reduced Warrant Exercise Period" currently planned for the Company's existing public warrants in its pending registration statement on file with the Securities and Exchange Commission ("SEC") on Form SB-2 (SEC File No. 333-45195) (the "Registration Statement") and as defined in such Registration Statement ( "Temporary Reduced Warrant Exercise Period"). The C/E Price will be subject to adjustment as set forth in Sections 2.4 and 2.11 hereof.
Conversion and Exercise. 21 Article V COVENANTS 22
