Common use of Conversion and Exercise Procedures Clause in Contracts

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred Shares. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares or exercise the Warrants.

Appears in 22 contracts

Sources: Securities Purchase Agreement (SRx Health Solutions, Inc.), Securities Purchase Agreement (Onconetix, Inc.), Securities Purchase Agreement (Onconetix, Inc.)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of DesignationsNotes) included in the Certificate of Designations Notes set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred SharesNotes. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred SharesNotes. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares Notes and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations Notes and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares Notes or exercise the Warrants.

Appears in 13 contracts

Sources: Securities Purchase Agreement (Banzai International, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.), Securities Purchase Agreement (Aditxt, Inc.)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of DesignationsNotes) included in the Certificate of Designations Notes set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred SharesNotes. Except as provided in Section 5(d), no No additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred SharesNotes. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares Notes and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations Notes and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares Notes or exercise the Warrants.

Appears in 4 contracts

Sources: Securities Purchase Agreement (Ads-Tec Energy Public LTD Co), Securities Purchase Agreement (Workhorse Group Inc.), Securities Purchase Agreement (Arcimoto Inc)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred Shares. Except as provided in Section 5(d‎5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares or exercise the Warrants.

Appears in 3 contracts

Sources: Securities Purchase Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (IMAC Holdings, Inc.)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of DesignationsNotes) included in the Certificate of Designations Notes set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred SharesNotes. Except as provided in Section 5(d), no additional No legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred SharesNotes. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares Notes and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations Notes and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares Notes or exercise the Warrants.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Scilex Holding Co), Securities Purchase Agreement (Oramed Pharmaceuticals Inc.)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of DesignationsNotes) included in the Certificate of Designations Notes set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred SharesNotes. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred SharesNotes. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares Notes and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations Notes and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares or exercise the Notes and Warrants.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Splash Beverage Group, Inc.), Securities Purchase Agreement (Splash Beverage Group, Inc.)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred Shares. Except as otherwise provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares or exercise the Warrants.

Appears in 2 contracts

Sources: Securities Purchase Agreement (SHF Holdings, Inc.), Securities Purchase Agreement (Inspire Veterinary Partners, Inc.)

Conversion and Exercise Procedures. Each of the form of Conversion Notice (as defined in the Notes) included in the Notes and the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set forth the totality of the procedures required of the Buyers in order to convert the Notes or exercise the Warrants or convert the Preferred SharesWarrants. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to convert their Notes or exercise their Warrants or convert their Preferred SharesWarrants. The Company shall honor conversions of the Notes and exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations Notes and the Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares Notes or exercise the Warrants.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Fusion Fuel Green PLC), Securities Purchase Agreement (Fusion Fuel Green PLC)

Conversion and Exercise Procedures. Each of the The form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set sets forth the totality of the procedures required of the Buyers Purchasers in order to convert the Preferred Shares, and the form of Notice of Exercise in the Warrants sets forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or convert the Preferred SharesWarrants. Except as provided in Section 5(d), no No additional legal opinion, other information or instructions shall be required of the Buyers any Purchaser to exercise their Warrants or convert their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall deliver or the Conversion Shares and Warrant Shares in accordance with exercise the terms, conditions and time periods set forth in the Certificate of Designations and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice of Conversion, Notice of Exercise or Exercise Delivery Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form, Notice of Exercise form or Exercise Delivery Notice form be required in order to convert the Preferred Shares or exercise the Warrants. The Company shall honor conversions of the Preferred Shares and exercises of the Warrants, and shall deliver the Conversion Shares, and the Warrant Shares, as applicable, in accordance with the terms, conditions and time periods set forth in the Transaction Documents. Nothing contained in this Section 4.12 shall be construed to mean that no legal opinion is required to remove any restrictive legends on the Securities.

Appears in 1 contract

Sources: Securities Purchase Agreement (Eastside Distilling, Inc.)

Conversion and Exercise Procedures. Each of the form of Notice of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred Shares. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares or exercise the Warrants.

Appears in 1 contract

Sources: Preferred Stock Purchase Agreement (Forward Industries, Inc.)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of DesignationsNotes) included in the Certificate of Designations Notes set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred SharesNotes. Except as otherwise provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred SharesNotes. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares Notes and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations Notes and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares Notes or exercise the Warrants.

Appears in 1 contract

Sources: Securities Purchase Agreement (Hub Cyber Security Ltd.)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or Warrants, convert the Preferred Shares. Except as provided in Section 5(d), no additional No legal opinion, opinion or other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations and the Warrants, respectively. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares or exercise the Warrants.

Appears in 1 contract

Sources: Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of DesignationsNotes) included in the Certificate of Designations Notes set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred SharesNotes. Except as provided in Section 5(d), no additional No legal opinion, opinion or other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred SharesNotes. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares Notes and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations Notes and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares Notes or exercise the Warrants.

Appears in 1 contract

Sources: Securities Purchase Agreement (EnteroMedics Inc)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate Statement of Designations) included in the Certificate Statements of Designations set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred Shares. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Preferred Shares in accordance with the terms, conditions and time periods set forth in the Certificate Statements of Designations and Warrants. , respectively Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares or exercise the Warrants.

Appears in 1 contract

Sources: Securities Purchase Agreement (Diana Containerships Inc.)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of DesignationsNotes) included in the Certificate of Designations Notes set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred SharesNotes. Except as provided in Section 5(d‎5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to convert their Notes or exercise their Warrants or convert their Preferred SharesWarrants. The Company shall honor conversions of the Notes and exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations Notes and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares Notes or exercise the Warrants.

Appears in 1 contract

Sources: Securities Purchase Agreement (ECD Automotive Design, Inc.)

Conversion and Exercise Procedures. Each The form of Notice of Conversion included in any Series B Certificate of Designation and the form of Notice of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set forth the totality of the procedures required of the Buyers Purchaser in order to convert the Series B Preferred Stock or to exercise the Warrants or convert the Preferred SharesWarrants. Except as provided in Section 5(d), no No additional legal opinion, other information or instructions shall be required of the Buyers Purchaser to convert their Series B Preferred Stock or to exercise their Warrants or convert their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations and Warrants. Without limiting the preceding sentencessentence, no ink-original Notice of Conversion or Notice or of Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion or Notice or of Exercise Notice form be required in order for the registered holder thereof to convert the Preferred Shares or exercise the Series B Preferred Stock or Warrants. The Company shall honor conversions of the Series B Preferred Stock and exercises of the Warrants and shall deliver Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

Appears in 1 contract

Sources: Securities Purchase Agreement (Eos Energy Enterprises, Inc.)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set forth the totality of the procedures required of the Buyers Holder in order to exercise the Warrants or convert the Preferred Shares. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers Holder to exercise their Warrants or convert their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares or exercise the Warrants.

Appears in 1 contract

Sources: Exchange Agreement (IMAC Holdings, Inc.)

Conversion and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of DesignationsNotes) included in the Certificate of Designations Notes set forth the totality of the procedures required of the Buyers in order to exercise the Warrants or convert the Preferred SharesNotes. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to convert their Notes or exercise their Warrants or convert their Preferred SharesWarrants. The Company shall honor conversions of the Notes and exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations Notes and Warrants. Without limiting the preceding sentences, no ink-original Conversion Notice or Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice or Exercise Notice form be required in order to convert the Preferred Shares Notes or exercise the Warrants.

Appears in 1 contract

Sources: Securities Purchase Agreement (ECD Automotive Design, Inc.)

Conversion and Exercise Procedures. Each of the The form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of Conversion Notice (as defined in the Certificate of Designations) included in the Certificate of Designations set sets forth the totality of the procedures required of the Buyers Purchaser or any transferee thereof in order to convert the Preferred Stock. The form of Notice of Exercise included in the Warrants sets forth the totality of the procedures required of the Purchaser in order to exercise the Warrants or convert the Preferred Shares. Except as provided in Section 5(d), no additional legal opinion, other information or instructions shall be required of the Buyers to exercise their Warrants or convert their Preferred Shares. The Company shall honor exercises of the Warrants and conversions of the Preferred Shares and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Certificate of Designations and Warrants. Without limiting the preceding sentences, no ink-original Notice of Conversion or Notice or of Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form or Notice or of Exercise Notice form be required in order to convert the Preferred Shares Stock or exercise the Warrants. No additional information or instructions shall be required of the Purchaser or transferee thereof to convert its Preferred Stock or exercise any of its Warrants. The Company shall honor conversions of the Preferred Stock or exercise of the Warrants, and shall deliver Conversion Shares or Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

Appears in 1 contract

Sources: Securities Purchase Agreement (Minim, Inc.)