Conversion Upon Closing of Other Securities Offerings Sample Clauses

Conversion Upon Closing of Other Securities Offerings. Subject to Section 2.7, if, prior to Maturity Date, an offering and sale of equity securities of the Company, other than the offering pursuant to the Securities Purchase Agreement, approved by the Company’s Board of Directors, occurs which does not meet the requirements of a Securities Offering (each, an “Other Securities Offering”), the Purchasers shall have the right to convert, on the closing date of such offering and sale, the outstanding principal amount of, and all accrued and unpaid interest on, the Bridge Notes, in whole but not in part, into shares of the Company’s securities offered sold in such Other Securities Offering or into Common Stock (at the election of each Purchaser), at a price per share equal to the lower of (i) the Exercise Price (as defined in the Warrants) or (ii) the price per share of the equity securities so offered and sold to the investors in such offering. If the Purchasers exercise such right, the Bridge Notes will be deemed paid in full on the closing date of such offering and sale.
Sample 1
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Conversion Upon Closing of Other Securities Offerings. If, prior to Maturity Date, an offering and sale of equity securities of the Company occurs which does not meet the requirements of a Securities Offering (as defined herein), the Lenders shall have the right to convert, on the closing date of such offering and sale, the outstanding principal amount of, and all accrued and unpaid interest on, the Bridge Notes, in whole but not in part, into shares of the Company's Common Stock, at a price per share equal to the lower of (i) the Exercise Price (as defined in the Warrants) or (ii) the price per share of Common Stock paid by the investors in such offering. If the Lenders exercise such right, the Bridge Notes will be deemed paid in full on the closing date of such offering and sale.
Sample 1

Related to Conversion Upon Closing of Other Securities Offerings

  • TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

  • Delivery of Conversion Shares Upon Conversion Not later than five (5) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares acquired upon the conversion of this Debenture (including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in Common Shares at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the Company, Common Shares allocated pursuant to the conversion of accrued interest otherwise determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the 20 Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Company and excluding for such issuance the condition that the Company deliver Interest Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On or after the earlier of (i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

  • Cancellation of Converted Securities All Securities delivered for conversion shall be delivered to the Trustee to be cancelled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 3.09.

  • Delivery of Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • If Other Securities and Warrants Warrant Certificates will be issued with the Other Securities and each Warrant Certificate will evidence [●] Warrants for each [$[●] principal amount] [[●] shares] of Other Securities issued.]

  • Conversion of Shares Exchange of Certificates Section 2.1

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series B Preferred Stock. ---------------------------------------------

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