Convertible Security. The shares of ATS Class A Common Stock to be issued pursuant to consummation of the Merger or upon exercise of the ATS Options have been duly authorized and, when so issued, will be validly issued, fully paid and nonassumable, and all such shares have been duly reserved for issuance pursuant to such consummation or exercise.
Convertible Security. No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Exercise Price has been or is to be made pursuant to other provisions of this Section 3(b), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.
Convertible Security. On the terms and subject to the conditions of this Agreement, and in reliance on the respective representations and warranties of the Parties set out in this Agreement, within ten (10) Trading Days of the Execution Date or such later date as may be determined in accordance with the provisions of this Agreement (the Closing Date), the Investor will advance to the Company US$10,000,000, which following the set off of the US$350,000 Commitment Fee under clause 3.1 will result in the Investor being required to advance the Company US$9,650,000 (subject to any additional set off in this Agreement) (Closing) in consideration of which the Company shall issue (and at the Closing will be deemed to have issued) to the Investor an uncertificated convertible security with a face value of US$11,700,000 (Face Value of the Convertible Security) (representing a funding amount of US$10,000,000 (Funded Amount) plus an implied 8.50% interest rate per annum for the Term) on the terms set out in this Agreement (the Convertible Security). If the Company exercises its buy-back rights under clause 5.1(a) prior to the date that is 180 days after the Closing Date, the Face Value of the Convertible Security shall be reduced by US$450,000.
Convertible Security. On the terms and subject to the conditions of this Agreement, and in reliance on the respective representations and warranties of the Parties, on a date to be determined in accordance with the provisions of this Agreement, the Investor shall advance to the Company, up to the Total Amount, in consideration of which the Company shall issue to the Investor an uncertificated convertible security on the terms set out elsewhere in this Agreement (the Convertible Security).
Convertible Security. Except as contemplated by this Agreement, between the date hereof and the Closing, the Company will not, and will cause its Subsidiaries not to, issue, sell or purchase or agree to issue, sell or purchase any equity securities or any Option Security or Convertible Security of the Company or any Subsidiary. All of the issued and outstanding shares of capital stock of the Company and its Subsidiaries have been issued in compliance with applicable Federal and state securities laws.
Convertible Security. On the terms and subject to the conditions of this Agreement, and in reliance on the respective representations and warranties of the Parties set out in this Agreement, within ten (10) Trading Days of the Execution Date or such later date as may be determined in accordance with the provisions of this Agreement (the Closing Date), the Investor will advance to the Company CDN$3,000,000, which following the set off of the CDN$90,000 Closing Fee under clause 3.1 will result in the Investor being required to advance the Company CDN$2,910,000 (subject to any additional set off in this Agreement) (Closing) in consideration of which the Company shall issue (and at the Closing will be deemed to have issued) to the Investor an uncertificated convertible security with a face value of CDN$3,600,000 (Face Value of the Convertible Security) (representing a funding amount of CDN$3,000,000 (Funded Amount) plus an implied 10% interest rate per annum for the Term) on the terms set out in this Agreement (the Convertible Security).
Convertible Security. On the terms and subject to the conditions of this Agreement, and in reliance on the respective representations and warranties of the Parties set out in this Agreement, within ten (10) Trading Days of the Execution Date or such later date as may be determined in accordance with the provisions of this Agreement (the Closing Date), the Investor will advance to the Company US$1,000,000 (subject to any additional set off in this Agreement) (Closing) in consideration of which the Company shall issue (and at the Closing will be deemed to have issued) to the Investor an uncertificated convertible security with a face value of US$1,200,000 (Face Value) (representing a funding amount of US$1,000,000 plus an implied 10% interest rate per annum for the Term) on the terms set out in this Agreement (the Convertible Security).
Convertible Security. Except as contemplated by this Agreement, between the date hereof and the Closing, the Company will not, and will cause its Subsidiaries not to, issue, sell or purchase or agree to issue, sell or purchase any equity securities or any Option Security or Convertible Security of the Company or any Subsidiary of the Company. All of the issued and allotted shares of share capital of the Company have been issued in compliance with applicable United States and United Kingdom securities laws. The identities and equity holdings of each of the Equity Holders of the Company are as set forth in Section 3.3 of the Company Disclosure Schedule.
Convertible Security. No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 2(a), no further adjustment of the Exercise Price or number of Warrant Shares shall be made by reason of such issue or sale.
Convertible Security. Except as contemplated by this Agreement, between the date hereof and the Subsequent Closing, the Company will not, and will cause its Subsidiaries not to, issue, sell or purchase or agree to issue, sell or purchase any equity securities or any Option Security or Convertible Security of the Company or any Subsidiary of the Company. All of the issued and outstanding shares of capital stock of the Company and its Subsidiaries have been issued in compliance with applicable Federal and state securities laws. The identities and equity holdings of each of the Equity Holders of the Company are as set forth in Section 3.3 of the Company Disclosure Schedule.
