Common use of Conversion Disputes Clause in Contracts

Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph (i) above. If such dispute only involves the calculation of the Conversion Price, the Corporation shall submit the disputed calculations to its outside accountant via facsimile within two (2) business days of receipt of the Notice of Conversion. The accountant shall audit the calculations and notify the Corporation and the Holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Accent Software International LTD), Securities Purchase Agreement (Accent Software International LTD)

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Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph (i) above. If such dispute only involves the calculation of the Conversion Price, the Corporation shall submit submit, at its sole cost, the disputed calculations to its outside accountant via facsimile within two (2) business trading days of receipt of the Notice of Optional Conversion. The accountant shall audit the calculations and notify the Corporation and the Holder of the results no later than two (2) business trading days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above.

Appears in 2 contracts

Samples: Registration Rights Agreement (Palomar Medical Technologies Inc), Securities Purchase Agreement (Palomar Medical Technologies Inc)

Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph (i) above. If such dispute only involves the calculation of the Conversion Price, the Corporation shall submit the disputed calculations to its an independent outside accountant via facsimile within two (2) business days of receipt of the Notice of Conversion. The accountant accountant, at the Corporation’s expense, shall audit review the calculations and notify the Corporation and the Holder of the results no later than two (2) business days from the date it receives the disputed calculationsresults. The accountant's ’s calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) aboveabove no later than two (2) business days from the date it receives the determination from the independent outside accountant.

Appears in 2 contracts

Samples: Purchase Agreement (Environmental Tectonics Corp), Purchase Agreement (Environmental Tectonics Corp)

Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation Company shall promptly issue such number of shares of Common Stock Ordinary Shares as are not disputed in accordance with subparagraph (i) above. If such dispute only involves the calculation of the Conversion Price, the Corporation Company shall submit the disputed calculations to its an independent outside accountant via facsimile within two (2) business days of receipt of the Notice of Conversion. The accountant accountant, at the Company's sole expense, shall audit the calculations and notify the Corporation Company and the Holder holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation Company shall then issue the appropriate number of shares of Common Stock Ordinary Shares in accordance with subparagraph (i) above.

Appears in 1 contract

Samples: Securities Purchase Agreement (Accent Software International LTD)

Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph (i) above. If such dispute only involves the calculation of the Conversion PricePrice or the Conversion Amount, the Corporation shall submit the disputed calculations to its an independent outside accountant via facsimile within two (2) business days of receipt of the Notice of Conversion. The accountant accountant, at the Corporation's sole expense, shall audit the calculations and notify the Corporation and the Holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above.

Appears in 1 contract

Samples: Merlin Software Technologies International Inc

Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph Section 5(d) or (i) abovef), as applicable. If such dispute only involves the calculation of the Conversion Price, and such dispute is not promptly resolved by discussion between the relevant holder and the Corporation, the Corporation and the holder shall submit the disputed calculations to its an independent outside accountant via facsimile within two (2) business days of receipt of the Notice of Conversionaccountant. The accountant accountant, at the Corporation's sole expense, shall promptly audit the calculations and notify the Corporation and the Holder holder of the results no later than two (2) business days from the date it receives the disputed calculationsresults. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph Section 5(d) or (i) abovef), as applicable.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amcon Distributing Co)

Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph (i) aboveabove as are not disputed. If such dispute only involves the calculation of the Series C Series C Conversion Price, and such dispute is not promptly resolved by discussion between the relevant Holder and the Corporation, the Corporation and the Holder shall submit the their disputed calculations to its an independent outside accountant via facsimile within two (2) business days three Business Days of receipt of the Notice of Conversion. The accountant accountant, at the Corporation's sole expense, shall promptly audit the calculations and notify the Corporation and the Holder of the results no later than two (2) business days three Business Days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above.

Appears in 1 contract

Samples: Securities Purchase Agreement (FUND.COM Inc.)

Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph (i) above. If such dispute only involves the calculation of the Conversion Price, the Corporation shall submit the disputed calculations to its outside accountant via facsimile within two (2) business days of receipt of the Notice of Conversion. The accountant shall audit issue a report regarding the calculations and notify the Corporation and the Holder holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above, it being understood and agreed that the Company shall not be in default because of its failure to issue shares of Common Stock which are subject to a dispute before the resolution of such dispute.

Appears in 1 contract

Samples: Securities Purchase Agreement (Intellicall Inc)

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Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Class A Common Stock as are not disputed in accordance with subparagraph (i) above. If such dispute only involves the calculation of the Conversion Price, the Corporation shall submit the disputed calculations to its outside accountant via facsimile within two (2) business days of receipt of the Notice of Conversion. The accountant shall audit the calculations and notify the Corporation and the Holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Class A Common Stock in accordance with subparagraph (i) above.

Appears in 1 contract

Samples: Base Ten Systems Inc

Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock and Warrants as are not disputed in accordance with subparagraph (i) above. If such dispute only involves the calculation of the Conversion Price, the Corporation shall submit the disputed calculations to its outside accountant via facsimile within two (2) business days of receipt of the Notice of Conversion. The accountant shall audit the calculations and notify the Corporation and the Holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock and Warrants in accordance with subparagraph (i) above.

Appears in 1 contract

Samples: Fastcomm Communications Corp

Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph (i) above. If such dispute only involves the calculation of the Conversion Price, the Corporation shall submit the disputed calculations to its an independent outside accountant via facsimile within two (2) business days of receipt of the Notice of Conversion. The accountant accountant, at the Corporation's sole expense, shall audit the calculations and notify the Corporation and the Holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above.

Appears in 1 contract

Samples: Securities Purchase Agreement (Icc Technologies Inc)

Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph (i) above. If such dispute only involves the calculation of the Conversion Price, the Corporation shall submit the disputed calculations to its outside accountant via facsimile within two (2) business days of receipt of the Notice of Conversion. The accountant shall audit the calculations and notify the Corporation and the Holder holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above.

Appears in 1 contract

Samples: Securities Purchase Agreement (Palomar Medical Technologies Inc)

Conversion Disputes. In the case of any dispute with respect to a ------------------- conversion, the Corporation shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph (i) above. If such dispute only involves the calculation of the Conversion Price, the Corporation shall submit the disputed calculations to its an independent outside accountant via facsimile within two (2) business days of receipt of the Notice of Conversion. The accountant accountant, at the Corporation's sole expense, shall audit the calculations and notify the Corporation and the Holder holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accountant's calculation shall be deemed conclusive, absent manifest error. The Corporation shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (i) above.

Appears in 1 contract

Samples: Securities Purchase Agreement (Knickerbocker L L Co Inc)

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