Issuance of Conversion Stock. As soon as practicable after conversion of this Note, the Company at its expense will cause to be issued in the name of and delivered to Holder, a certificate or certificates for tire number of shares of Conversion Stock to which Holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company, by the Company’s Certificate of Incorporation or Bylaws, or by any agreement between the Company and Holder), together with any other securities and property to which Holder is entitled upon such conversion under the terms of this Note. Such conversion shall be deemed to have been made, (a) if made under Section 2.1 above, on the date of the election by the Holder to convert, or (b) if made under Section 2.2 above, as of immediately prior to an Acquisition or an Initial Public Offering,as the case may be. No fractional shares will be issued upon conversion of this Note. If upon conversion of this Note, a fraction of a share would otherwise result, then in lieu of such fractional share the Company will pay the cash value of that fractional share, calculated on the basis of the Conversion Price multiplied by the Conversion Exchange Rate.
Issuance of Conversion Stock. As soon as practicable after conversion ---------------------------- of this Note, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder, a certificate or certificates for the number of shares of Conversion Stock to which the Holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note. Such conversion shall be deemed to have been made, (a) if made under Section 2.1 above, on the date of the closing of the Initial Public Offering and (b) if made under Section 2.2 above, immediately prior to the consummation of the Change of Control. No fractional shares will be issued upon conversion of this Note. If upon any conversion of this Note a fraction of a share would otherwise result, then in lieu of such fractional share, the Company will pay the cash value of that fractional share, calculated on the basis of the applicable Conversion Price.
Issuance of Conversion Stock. As soon as practicable after conversion of this Note, the Company, at its expense, will cause to be issued in the name of and delivered to the holder of this Note, a certificate or certificates for the number of shares of Conversion Stock to which the holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company), together with any other securities and property to which the holder is entitled upon such conversion under the terms of this Note. Such conversion shall be deemed to have been made under Section 2 above on the close of business on the date that the Note shall have been surrendered for conversion, accompanied by written notice of election to convert. No fractional shares will be issued upon conversion of this Note. If upon any conversion of this Note a fraction of a share would otherwise result, then, in lieu of such fractional share, the Company will pay the cash value of that fractional share, calculated on the basis of the applicable Note Conversion Price.
Issuance of Conversion Stock. As soon as practicable after conversion and surrender of this Note, the Company will, at its expense, cause to be issued in the name of and delivered to the Holder, a certificate or certificates for the number of shares of Conversion Stock to which the Holder shall be entitled upon such conversion, bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company. Such conversion shall be deemed to have occurred (i) under Section 2 above and (ii) immediately prior to the close of business on the Conversion Date. No fractional shares will be issued upon conversion of this Note. If upon any conversion of this Note a fraction of a share would otherwise result, then, in lieu of such fractional share, the Company will pay the cash value of that fractional share, calculated on the basis of the closing price as of the close of trading on the last trading day occurring immediately before the Conversion Date.
Issuance of Conversion Stock. Upon receipt of this Warrant with the Form of Subscription duly executed and accompanied by payment of the aggregate Exercise Price for the shares of Conversion Stock for which this Warrant is being exercised, the Company at its expense shall cause to be issued certificates for the total number of whole shares of Conversion Stock for which this Warrant is exercised (adjusted to reflect the effect of the provisions contained in Section 4, if any), and the Company shall thereupon deliver such certificates to Holder. Holder shall be deemed to be the holder of record of the shares of Conversion Stock issuable upon such exercise, notwithstanding that certificates representing such shares of Conversion Stock or other evidence of such issuance as aforesaid shall not then be actually delivered to Holder. In case such exercise is in part only, the Company shall also cause to be issued a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Conversion Stock equal to the number of shares of Conversion Stock for which this Warrant is exercisable minus the number of shares of Conversion Stock purchased by the Holder upon all exercises made in accordance with Section l(a) above. Without limitation of the other provisions of this Section 1, as a condition to the receipt of evidence of the issuance of the Conversion Stock to Holder, Holder shall if requested by the Company execute and deliver to the Company a counterpart signature page or joinder to the Company’s then effective investor rights agreement and stockholders agreement, or other similar agreements customarily entered into by a Holder in such transactions, with respect to the Conversion Stock and such additional instruments to evidence exercise as shall be reasonably requested by the Company.
Issuance of Conversion Stock. As soon as practicable after conversion of a Holder’s respective amount of the Principal Amount and the related interest outstanding under this Note, the Company at its expense will cause to be issued in the name of and delivered to such Holder, a certificate or certificates for the number of shares of Conversion Stock to which such Holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company, by the Company’s Certificate of Incorporation or Bylaws, or by any agreement between the Company and such Holder), together with any other securities and property to which such Holder is entitled upon such conversion under the terms of this Note. Such conversion shall be deemed to have been made, (a) if made under Section 2.1 above, on the date of the election by the Holder to convert, or (b) if made under Section 2.2 above, as of immediately prior to an Acquisition or Initial Public Offering. No fractional shares will be issued upon conversion of this Note. If upon conversion of this Note, a fraction of a share would otherwise result, then in lieu of such fractional share the Company will pay the cash value of that fractional share, calculated on the basis of the Conversion Price.
Issuance of Conversion Stock. As soon as practicable after conversion of this Note, the Company, at its expense, will cause to be issued in the name of and delivered to the Holder of this Note, a certificate or certificates for the number of shares of Conversion Stock to which the Holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company).
Issuance of Conversion Stock. As soon as practicable after conversion ---------------------------- of this Note, the Company at its expense will cause to be issued in the name of and delivered to the Holder, a certificate or certificates for the number of shares of Conversion Stock to which the Holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company, by the Company's Articles of Incorporation or Bylaws, or by any agreement between the Company and the Holder), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note. Such conversion shall be deemed to have been made on the date of the initial closing of the Next Financing. No fractional shares will be issued upon conversion of this Note. If upon any conversion of this Note a fraction of a share would otherwise result, then in lieu of such fractional share the Company will pay the cash value of that fractional share, calculated on the basis of the applicable Conversion Price.
Issuance of Conversion Stock. The Company shall, prior to the conversion of the Note into capital stock of the Company, reserve from its authorized but unissued shares of its capital stock for issuance and delivery upon the conversion of the Note, such number of shares of capital stock (“Conversion Stock”), and any shares of Common Stock, and, prior to the conversion of the Note, will take all steps necessary to amend its certificate of incorporation to provide sufficient authorized numbers of shares of Conversion Stock issuable upon the conversion of the Note (and shares of its Common Stock for issuance upon conversion of such Conversion Stock). All such shares shall be duly authorized, and when issued upon any such conversion, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights, except encumbrances or restrictions arising under federal or state securities laws.
Issuance of Conversion Stock. As soon as practicable after conversion of the Notes, the Company at its expense will cause to be issued in the name of and delivered to the holder of a Note, a certificate or certificates for the number of shares of Conversion Stock to which the holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel of the Company). Such conversion shall be deemed to have been made on the date of the initial closing of the Qualified Financing. No fractional shares will be issued upon conversion of a Note. If upon any conversion of a Note a fraction of a share would otherwise result, then in lieu of such fractional share the Company will pay the cash value of that fractional share, calculated on the basis of the applicable Conversion Price.
