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 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 shall submit the disputed calculations to an independent outside accountant within three Trading Days of receipt of the Notice of Conversion. The 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 three 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 3 contracts
Samples: Consent and Amendment Agreement (La Jolla Pharmaceutical Co), Consent and Amendment Agreement (La Jolla Pharmaceutical Co), Asset Purchase Agreement (La Jolla Pharmaceutical 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) above. If such dispute 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 shall submit the disputed calculations to an independent outside accountant via facsimile within three Trading Days business days of receipt of the Notice of Conversion. The 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 three Trading Days 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 (Heartland Oil & Gas Corp), Securities Purchase Agreement (Heartland Oil & Gas 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 Subparagraph (i) above. If such dispute 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 shall submit the disputed calculations to an independent outside accountant within three Trading Days of receipt of the Notice of Conversion. The 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 three 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 Subparagraph (i) above.
Appears in 1 contract
Samples: Securities Purchase Agreement (RXi Pharmaceuticals 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 (iSection 7(e)(ii) above. If such dispute 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 shall submit the disputed calculations to an independent outside accountant via facsimile within three Trading Days business days of receipt of the Notice written notice of Conversionconversion. The 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 three Trading Days 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) abovethis Section 7.
Appears in 1 contract
Samples: Subscription Agreement (Akorn Inc)
Conversion Disputes. In the case of any dispute with respect to a conversion, the Corporation Issuer shall promptly issue such number of shares of Common Stock as are not disputed in accordance with subparagraph (ib) aboveabove as are not disputed. If such dispute involves the calculation of the Conversion Price, and such dispute is not promptly resolved by discussion between the relevant holder Holder and the CorporationIssuer, the Corporation Issuer shall submit the disputed calculations issues to an independent outside accountant (reasonably acceptable to the Required Purchasers via facsimile within three Trading Business Days of receipt of the Notice notice of Conversionconversion). The accountant, at the CorporationIssuer’s sole expense, shall promptly audit the calculations and notify the Corporation and the holder Holder of the results no later than three Trading Business Days from the date it receives the disputed calculations. The accountant’s calculation shall be deemed conclusive, absent manifest error. The Corporation Issuer shall then issue the appropriate number of shares of Common Stock in accordance with subparagraph (ib) above.
Appears in 1 contract
Samples: API Technologies Corp.