General Conversion Provisions Sample Clauses
The General Conversion Provisions clause establishes the terms and conditions under which one type of security or financial instrument can be converted into another, such as converting preferred shares into common shares. Typically, this clause outlines the conversion ratio, timing, and any procedures or restrictions involved in the conversion process. Its core practical function is to provide a clear and predictable mechanism for stakeholders to change the form of their investment, thereby ensuring transparency and reducing potential disputes regarding conversion rights.
General Conversion Provisions. (i) No fractional shares shall be issued upon a conversion and all fractional shares shall be rounded up to the nearest whole share of Common Stock.
(ii) As soon as possible after a conversion has been effected (but in any event within five (5) Trading Days), the Company shall deliver to the Payee a certificate or certificates representing the shares and warrants (in the case of any conversion of this Note into Units) issuable by reason of such conversion in such name or names and such denomination or denominations as the then Payee has specified in writing to the Company, or if not so specified, in one (1) certificate and in the name of the then Payee.
(iii) In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon written request of the then Payee and its compliance with the provisions contained in Section 1.1 and in this Section 3(xii), the Company shall use its commercially reasonable best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Payee by crediting the account of such ▇▇▇▇▇’s broker with DTC through its Deposit Withdrawal At Custodian (“DWAC”) system.
(iv) The issuance of Common Stock or Units upon conversion of this Note shall be made without charge to the then Payee in respect thereof or other cost incurred by the Company in connection with such conversion. Upon conversion of this Note, the Company shall take all such actions as are necessary to ensure that the Common Stock or warrants (in the case of any conversion of this Note into Units) issuable upon conversion of the Note shall be validly authorized and available for issue, fully paid and nonassessable.
(v) The Company shall not close its books against the transfer of this Note in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any holder of this Note required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Company).
(vi) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon conversion hereunder, such number of shares of Common Sto...
General Conversion Provisions. (i) All shares of Series C Preferred Stock that are converted pursuant to any Optional Conversion shall automatically, upon such conversion, be cancelled and retired and cease to exist, shall not thereafter be reissued or sold, and shall return to the status of authorized but unissued shares of preferred stock undesignated as to series. Upon the conversion of shares of Series C Preferred Stock pursuant to any Optional Conversion, all such shares shall thereupon cease to confer upon the holder thereof any rights (other than the right to receive the shares of Common Stock that such holder is entitled to receive pursuant to such Optional Conversion) of a holder of shares of Series C Preferred Stock, and the person(s) in whose name the shares of Common Stock are to be issued upon such Optional Conversion shall be deemed to have become the holder(s) of record of such shares of Common Stock.
(ii) All shares of Common Stock delivered upon any Optional Conversion of shares will, upon such conversion, be duly and validly authorized and issued, fully paid and nonassessable, free from all preemptive rights, free from all taxes, liens, security interests, charges and encumbrances (other than liens, security interests, charges or encumbrances created by or imposed upon the holder or taxes in respect of any transfer occurring contemporaneously therewith).
(iii) The issuance of shares of Common Stock upon conversion of shares of Series C Preferred Stock pursuant to any Optional Conversion shall be made without payment of additional consideration by, or other charge, cost or tax to, the holder in respect thereof; provided, however, that the Corporation shall not be required to pay any tax or other governmental charge that may be payable with respect to the issuance or delivery of any shares of Common Stock in the name of any person other than the holder of the converted shares, and no such delivery shall be made unless and until the person requesting such issuance has paid to the Corporation the amount of any such tax or charge, or has established to the satisfaction of the Corporation that such tax or charge has been paid or that no such tax or charge is due.
(iv) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, (A) solely for the purpose of issuance in accordance with Section 4 hereof, such number of shares of Common Stock issuable as Elective PIK Dividends at the Conversion Price, and (B) solely fo...
General Conversion Provisions. Upon conversion or exchange of this Note, MDCV will be forever released from all of its obligations and liabilities hereunder and shall, as soon as practicable, issue and deliver to the Holder a certificate or certificates for the type and number of securities to which such Holder is entitled. No fractional shares will be issued upon any such conversion or exchange of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, MDCV will pay the cash value of that fractional share to the Holder.
General Conversion Provisions