Common use of Delivery of Common Stock Upon Conversion Clause in Contracts

Delivery of Common Stock Upon Conversion. Upon the receipt of a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth Business Day following the date of such receipt (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of the Lost Certificate Materials), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing the Shares and (y) a certificate representing the number of shares of Series C Preferred Stock not being converted, if any. Notwithstanding the foregoing, if the Corporation’s Transfer Agent is participating in the Depository Trust Corporation (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversion. Further, a Holder may instruct the Corporation to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 3 contracts

Samples: Purchase Agreement (Golden Matrix Group, Inc.), Sale and Purchase Agreement (Golden Matrix Group, Inc.), Sale and Purchase Agreement (Golden Matrix Group, Inc.)

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Delivery of Common Stock Upon Conversion. Upon the receipt surrender of Series E Preferred Stock Certificates accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth Business Day later of (a) the third (3rd) business day following the Conversion Date and (b) the (2nd) second business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Section 10(b)) (the Lost Certificate Materials“Delivery Period”), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing the Shares that number of shares of Common Stock issuable upon conversion of such shares of Series E Preferred Stock and Accruing Dividends being converted and (y) a certificate representing the number of shares of Series C E Preferred Stock not being converted, if any. Notwithstanding the foregoing, if If the Corporation’s Transfer Agent transfer agent is participating in the Depository Trust Corporation Company (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder may instruct the Corporation to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 2 contracts

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

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of this Note accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth Business Day later of (a) the third business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision delivery of the Lost Certificate Materialsdocumentation required by Article IX.H) (the "Delivery Period"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing that number of shares of Common Stock issuable upon conversion of the Shares portion of this Note being converted and (y) a certificate new Note in the form hereof representing the number balance of shares of Series C Preferred Stock the principal amount hereof not being converted, if any. Notwithstanding the foregoing, if If the Corporation’s Transfer Agent 's transfer agent is participating in the Depository Trust Corporation Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder may instruct the Corporation to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 2 contracts

Samples: Waverider Communications Inc, Waverider Communications Inc

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of Preferred Stock Certificates accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agenttransfer agent) shall, no later than the fifth Business Day second business day following the date of such receipt (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of the Lost Certificate Materials), Conversion Date issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee holder (xa) a certificate representing the Shares Common Stock being converted and (yb) a certificate representing the number of shares of Series C A Preferred Stock not being converted, if any. Notwithstanding the foregoing, if the Corporation’s Transfer Agent transfer agent is participating in the Depository Trust Corporation Company (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required (pursuant to return such certificate for the placement of a legend thereonthereon (pursuant to the terms of the Securities Purchase Agreement), the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder holder by crediting the account the account of the holder by crediting the account of the Holder holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (DTC Transfer). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder holder may instruct the Corporation to deliver to the Holder holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 2 contracts

Samples: Administrative Services Agreement (Ivoice, Inc /Nj), Agreement and Plan of Merger (Ivoice, Inc /Nj)

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of Series D Preferred Stock Certificates accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth Business Day later of (a) the third (3rd) business day following the Conversion Date and (b) the (2nd) second business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Section 10(b)) (the Lost Certificate Materials“Delivery Period”), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing the Shares that number of shares of Common Stock issuable upon conversion of such shares of Series D Preferred Stock and Accruing Dividends being converted and (y) a certificate representing the number of shares of Series C D Preferred Stock not being converted, if any. Notwithstanding the foregoing, if If the Corporation’s Transfer Agent transfer agent is participating in the Depository Trust Corporation Company (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder may instruct the Corporation to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 2 contracts

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

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of Preferred Stock Certificates accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agenttransfer agent) shall, no later than the fifth Business Day later of (a) the second business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article XIV.B) (the Lost Certificate Materials“Delivery Period”), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder holder or its nominee (x) a certificate representing the Shares that number of shares of Common Stock issuable upon conversion of such shares of Series A Preferred Stock being converted and (y) a certificate representing the number of shares of Series C A Preferred Stock not being converted, if any. Notwithstanding the foregoing, if the Corporation’s Transfer Agent transfer agent is participating in the Depository Trust Corporation Company (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend (pursuant to the terms of the Securities Purchase Agreement) and the Holder holder thereof is not then required to return such certificate for the placement of a legend thereonthereon (pursuant to the terms of the Securities Purchase Agreement), the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder holder by crediting the account of the Holder holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder holder may instruct the Corporation to deliver to the Holder holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Heartland Oil & Gas Corp)

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of this Note accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth Business Day later of (a) the third business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision delivery of the Lost Certificate Materialsdocumentation required by Section 9.8 hereof) (the "DELIVERY PERIOD"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing that number of shares of Common Stock issuable upon conversion of the Shares portion of this Note being converted and (y) a certificate new Note in the form hereof representing the number balance of shares of Series C Preferred Stock the principal amount hereof not being converted, if any. Notwithstanding the foregoing, if If the Corporation’s Transfer Agent 's transfer agent is participating in the Depository Trust Corporation Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereonthereon and the Holder has provided the Company with information required by DTC relating to the DTC account of the Holder or such Holder's nominee, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer”TRANSFER"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, even if the aforementioned conditions to a DTC Transfer are satisified a Holder may instruct the Corporation in writing to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer. If the Holder elects to receive in cash interest on the principal amount being converted, such amount shall be paid to Holder at the time of delivery of the Common Stock in accordance with this Section 3.2(a).

Appears in 1 contract

Samples: Cellpoint Inc

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of this Note accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth Business Day later of (a) the second business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article XII.H) (the Lost Certificate Materials"Delivery Period"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing that number of shares of Common Stock issuable upon conversion of the Shares portion of this Note being converted and (y) a certificate new Note in the form hereof representing the number balance of shares of Series C Preferred Stock the principal amount hereof not being converted, if any. Notwithstanding the foregoing, if If the Corporation’s Transfer Agent 's transfer agent is participating in the Depository Trust Corporation (“DTC”) DTC Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder may instruct the Corporation to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Merlin Software Technologies International Inc

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of this ---------------------------------------- Debenture accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth Business Day later of (a) the second business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article IX.H) (the Lost Certificate Materials"Delivery Period"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing that number of shares of Common Stock issuable upon conversion of the Shares portion of this Debenture being converted and (y) a certificate new Debenture in the form hereof representing the number balance of shares of Series C Preferred Stock the principal amount hereof not being converted, if any. Notwithstanding the foregoing, if If the Corporation’s Transfer Agent 's transfer agent is participating in the Depository Trust Corporation Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder holder by crediting the account of the Holder holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder may instruct the Corporation to deliver to the Holder holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

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

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of this Note accompanied by a Notice of Conversion, the Corporation Borrower (itself, or through its Transfer Agenttransfer agent) shall, no later than the fifth Business Day later of (a) the second business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article X.B) (the Lost Certificate Materials"Delivery Period"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing the Shares that number of shares of Common Stock issuable upon conversion of that portion of this Note being converted and (y) a certificate new Note representing the number principal balance of shares of Series C Preferred Stock this Note not being converted, if any. Notwithstanding the foregoing, if the Corporation’s Transfer Agent Borrower's transfer agent is participating in the Depository Trust Corporation Cxxxxxx ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend (pursuant to the terms of the Securities Purchase Agreement) and the Holder thereof is not then required to return such certificate for the placement of a legend thereonthereon (pursuant to the terms of the Securities Purchase Agreement), the Corporation Borrower shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation Borrower shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder may instruct the Corporation Borrower to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Imedia International Inc

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of Preferred Stock Certificates accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agenttransfer agent) shall, no later than the fifth Business Day later of (a) the second business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article XIV.B) (the Lost Certificate Materials“Delivery Period”), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder holder or its nominee (x) a certificate representing the Shares that number of shares of Common Stock issuable upon conversion of such shares of Series B Preferred Stock being converted and (y) a certificate representing the number of shares of Series C B Preferred Stock not being converted, if any. Notwithstanding the foregoing, if the Corporation’s Transfer Agent transfer agent is participating in the Depository Trust Corporation Company (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend (pursuant to the terms of the Securities Purchase Agreement) and the Holder holder thereof is not then required to return such certificate for the placement of a legend thereonthereon (pursuant to the terms of the Securities Purchase Agreement), the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder holder by crediting the account of the Holder holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder holder may instruct the Corporation to deliver to the Holder holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Heartland Oil & Gas Corp)

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of this Note accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth Business Day later of (a) the second business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision delivery of the Lost Certificate Materialsdocumentation required by Article IX.H) (the "DELIVERY PERIOD"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing that number of shares of Common Stock issuable upon conversion of the Shares portion of this Note being converted and (y) a certificate new Note in the form hereof representing the number balance of shares of Series C Preferred Stock the principal amount hereof not being converted, if any. Notwithstanding the foregoing, if If the Corporation’s Transfer Agent 's transfer agent is participating in the Depository Trust Corporation Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer”TRANSFER"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder may instruct the Corporation to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Network Commerce Inc)

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Delivery of Common Stock Upon Conversion. Upon the receipt of a Notice of Conversion, the The Corporation (itself, or through its Transfer Agent) ---------------------------------------- shall, no on or before the later than of (a) the fifth Business Day second business day following the Conversion Date and (b) the business day following the date of such the Corporation's receipt of this Debenture (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of if this Debenture is lost, stolen or destroyed certificatesdestroyed, after provision of the Lost Certificate Materialsdate on which indemnity pursuant to Article X.H is provided) (the "Delivery Period"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing that number of shares of Common Stock issuable upon conversion of the Shares portion of this Debenture being converted and (y) a certificate new Debenture in the form hereof representing the number balance of shares of Series C Preferred Stock the principal amount hereof not being converted, if any. Notwithstanding the foregoing, if If the Corporation’s Transfer Agent 's transfer agent is participating in the Depository Trust Corporation Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do are not required to bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereonlegend, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder may instruct the Corporation to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Knickerbocker L L Co Inc

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of Preferred Stock Certificates accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agenttransfer agent) shall, no later than the fifth Business Day tenth business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Section 4.2 above) (the Lost Certificate Materials“Delivery Period”), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder holder or its nominee (x) a certificate representing the Shares that number of shares of Common Stock issuable upon conversion of such shares of Preferred Stock being converted and (y) a certificate representing the number of shares of Series C A Convertible Preferred Stock not being converted, if any. Notwithstanding the foregoing, if the Corporation’s Transfer Agent transfer agent is participating in the Depository Trust Corporation (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder holder by crediting the account of the Holder holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder holder may instruct the Corporation to deliver to the Holder holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Global Solutions Inc)

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of this Note accompanied by a Notice of Conversion, the Corporation Borrower (itself, or through its Transfer Agenttransfer agent) shall, no later than the fifth Business Day later of (a) the tenth (10th) business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article X.B) (the Lost Certificate Materials"DELIVERY PERIOD"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing the Shares that number of shares of Common Stock issuable upon conversion of that portion of this Note being converted and (y) a certificate new Note representing the number principal balance of shares of Series C Preferred Stock this Note not being converted, if any. Notwithstanding the foregoing, if the Corporation’s Transfer Agent Borrower's transfer agent is participating in the Depository Trust Corporation Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend (pursuant to the terms of the Securities Purchase Agreement) and the Holder holder thereof is not then required to return such certificate for the placement of a legend thereonthereon (pursuant to the terms of the Securities Purchase Agreement), the Corporation Borrower shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer”TRANSFER"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation Borrower shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a the Holder may instruct the Corporation Borrower to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Level 8 Systems Inc

Delivery of Common Stock Upon Conversion. Upon the receipt of a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth third Business Day following the date of such receipt (subject to the surrender of the Preferred Stock Certificates by the Holder holder within the period described in Section 3.1(b4.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of the Lost Certificate Materials) (the “Delivery Period”), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing the Holder Conversion Shares and (y) a certificate representing the number of shares of Series C B1 Preferred Stock not being converted, if any. Notwithstanding the foregoing, if the Corporation’s Transfer Agent is participating in the Depository Trust Corporation (“DTC”) Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Holder Conversion. Further, a Holder may instruct the Corporation to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Unit Purchase Agreement (Vertex Energy Inc.)

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of this Note accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth Business Day later of (a) the second business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision delivery of the Lost Certificate Materialsdocumentation required by Article IX.H) (the "DELIVERY PERIOD"), cause its transfer agent to issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing that number of shares of Common Stock issuable upon conversion of the Shares portion of this Note being converted and (y) a certificate new Note in the form hereof representing the number balance of shares of Series C Preferred Stock the principal amount hereof not being converted, if any. Notwithstanding the foregoing, if If the Corporation’s Transfer Agent 's transfer agent is participating in the Depository Trust Corporation Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer”TRANSFER"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall cause its transfer agent to deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder may instruct the Corporation to cause its transfer agent to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Lumenon Innovative Lightwave Technology Inc

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of this Note accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth Business Day later of (a) the second business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision delivery of the Lost Certificate Materialsdocumentation required by Article IX.H) (the "Delivery Period"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing that number of shares of Common Stock issuable upon conversion of the Shares portion of this Note being converted and (y) a certificate new Note in the form hereof representing the number balance of shares of Series C Preferred Stock the principal amount hereof not being converted, if any. Notwithstanding the foregoing, if If the Corporation’s Transfer Agent 's transfer agent is participating in the Depository Trust Corporation Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder may instruct the Corporation to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lumenon Innovative Lightwave Technology Inc)

Delivery of Common Stock Upon Conversion. Upon the receipt surrender of this Debenture accompanied by a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the fifth Business Day later of (a) the second business day following the Conversion Date and (b) the business day following the date of such receipt surrender (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 3.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of indemnity pursuant to Article IX.H) (the Lost Certificate Materials"Delivery Period"), issue and deliver (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) a certificate representing that number of shares of Common Stock issuable upon conversion of the Shares portion of this Debenture being converted and (y) a certificate new Debenture in the form hereof representing the number balance of shares of Series C Preferred Stock the principal amount hereof not being converted, if any. Notwithstanding the foregoing, if If the Corporation’s Transfer Agent 's transfer agent is participating in the Depository Trust Corporation Company ("DTC") Fast Automated Securities Transfer program, and so long as the certificates therefor do not bear a legend and the Holder thereof is not then required to return such certificate for the placement of a legend thereon, the Corporation shall cause its Transfer Agent transfer agent to promptly electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of the Holder or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Corporation shall deliver as provided above to the Holder physical certificates representing the Common Stock issuable upon Conversionconversion. Further, a Holder may instruct the Corporation to deliver to the Holder physical certificates representing the Common Stock issuable upon conversion in lieu of delivering such shares by way of DTC Transfer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Icc Technologies Inc)

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