Common use of Conversion of Note Clause in Contracts

Conversion of Note. (a) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold.

Appears in 56 contracts

Samples: Subscription Agreement (Science Dynamics Corp), Subscription Agreement (Vianet Technologies Inc), Subscription Agreement (Science Dynamics Corp)

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Conversion of Note. (a) Upon the conversion of the a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber the Subscriber, and in such denominations to be specified at conversion conversion, representing the number of shares of common stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the Shares will be unlegended, free-trading, trading and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold.

Appears in 14 contracts

Samples: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)

Conversion of Note. (a) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Subscriber has notified the Company of Subscriber's intention to sell the Shares and the Shares are being sold pursuant to included in an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold.

Appears in 4 contracts

Samples: Subscription Agreement (Icoa Inc), Subscription Agreement (Commercial Concepts Inc), Subscription Agreement (Wealthhound Com Inc)

Conversion of Note. (a) Upon the conversion of the a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (action, including the issuance of obtaining and delivering, an opinion of counsel) counsel acceptable to assure the Company's transfer agent, so that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that that, unless waived by the Subscriber, the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when soldregistration.

Appears in 2 contracts

Samples: Subscription Agreement (Addison Davis Diagnostics), Subscription Agreement (Addison Davis Diagnostics)

Conversion of Note. (a) a. Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion, as applicable. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being sold pursuant to included in an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when soldregistration.

Appears in 1 contract

Samples: Subscription Agreement (Kaleidoscope Media Group Inc)

Conversion of Note. (a) a. Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion, as applicable. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the Shares Shares, if included in an effective registration statement, will be unlegended, free-trading, and freely transferabletransferable on the transfer books of the Company, and will not contain a legend restricting the their resale or transferability of the Company Shares provided the Shares are being sold pursuant to an effective registration statement covering the Shares to be sold under Federal or are otherwise exempt from registration when soldother securities laws.

Appears in 1 contract

Samples: Subscription Agreement (Rnethealth Com Inc)

Conversion of Note. (a) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being have been sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold.

Appears in 1 contract

Samples: Subscription Agreement (NCT Group Inc)

Conversion of Note. (a) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's ’s transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's ’s Common Stock and that the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold.

Appears in 1 contract

Samples: Subscription Agreement (American Technologies Group Inc)

Conversion of Note. (a) Upon the conversion of the a Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (action, including the issuance of obtaining and delivering, an opinion of counsel) counsel acceptable to assure the Company’s transfer agent, so that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock Common Stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that that, unless waived by the Subscriber, the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares Shares, provided the Shares are being sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when soldregistration.

Appears in 1 contract

Samples: Subscription Agreement (Next Inc/Tn)

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Conversion of Note. (a) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the Shares to be reissued after sale or transfer will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold.

Appears in 1 contract

Samples: Subscription Agreement (Plus Solutions Inc)

Conversion of Note. (a) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares Common Stock provided the Shares are being sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold.

Appears in 1 contract

Samples: Subscription Agreement (E Videotv Inc/De)

Conversion of Note. (a) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock common stock and that the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being have been sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold.

Appears in 1 contract

Samples: Subscription Agreement (NCT Group Inc)

Conversion of Note. (a) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion, as applicable. The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock common stock and that the Company Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Company Shares are being sold pursuant to included in an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when soldregistration.

Appears in 1 contract

Samples: Subscription Agreement (Antra Holdings Group Inc)

Conversion of Note. (ai) Upon the conversion of the Note or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company, or the Company's transfer agent agent, if any, shall issue stock certificates in the name of Subscriber (or its nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of common stock issuable upon such conversion. The Company warrants that no instructions other than these instructions have been or will be given to the such transfer agent agent, if any, of the Company's Common Stock common stock and that the Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Shares provided the Shares are being have been sold pursuant to an effective registration statement covering the Shares to be sold or are otherwise exempt from registration when sold.

Appears in 1 contract

Samples: Subscription Agreement (NCT Group Inc)

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