Common use of Limitations on Conversion Clause in Contracts

Limitations on Conversion. Notwithstanding anything to the contrary contained in this Agreement and the Convertible Note, the Convertible Note may not be converted, in whole or in part, into Conversion Shares unless and until any then-applicable requirements of all federal and state securities laws and regulatory agencies charged with enforcing securities laws shall have been fully complied with to the satisfaction of the Company and its counsel; PROVIDED, HOWEVER, that the Company shall at all times use its best efforts to comply with such requirements. The Company may, in its reasonable discretion, condition any conversion of the Convertible Note upon the holder's delivery to the Company of a written agreement, in form and substance satisfactory to the Company, whereby the holder makes, at the time of conversion, such representations and warranties to and for the benefit of the Company as are comparable to the representations and warranties of the Purchaser set forth in SECTION 3.2(d) below as and to the extent applicable to the issuance of the Conversion Shares upon conversion of the Convertible Note.

Appears in 3 contracts

Samples: Note and Warrant Purchase Agreement (Brilliant Digital Entertainment Inc), Note and Warrant Purchase Agreement (Brilliant Digital Entertainment Inc), Note and Warrant Purchase Agreement (Brilliant Digital Entertainment Inc)

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Limitations on Conversion. Notwithstanding anything to the contrary contained in this Agreement and the Convertible Note, the a Convertible Note may not be converted, in whole or in part, into Conversion Shares unless and until any then-applicable requirements of all federal and state securities laws and regulatory agencies charged with enforcing securities laws shall have been fully complied with to the satisfaction of the Company and its counsel; PROVIDED, HOWEVER, that the Company shall at all times use its best efforts to comply with such requirements. The Company may, in its reasonable discretion, condition any conversion of the Convertible Note upon the holder's delivery to the Company of a written agreement, in form and substance satisfactory to the Company, whereby the holder makes, at the time of conversion, such representations and warranties to and for the benefit of the Company as are comparable to the representations and warranties of the Purchaser set forth in SECTION 3.2(d) below as and to the extent applicable to the issuance of the Conversion Shares upon conversion of the Convertible Note.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Brilliant Digital Entertainment Inc), Note and Warrant Purchase Agreement (Brilliant Digital Entertainment Inc)

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Limitations on Conversion. (a) Notwithstanding anything to the contrary contained in this Agreement and the Convertible Note, the Convertible Note may not be converted, in whole or in part, into Conversion Shares unless and until any then-applicable requirements of all federal and state securities laws and regulatory agencies charged with enforcing securities laws shall have been fully complied with to the satisfaction of the Company and its counsel; PROVIDED, HOWEVER, that the Company shall at all times use its best efforts to comply with such requirements. The Company may, in its reasonable discretion, condition any conversion of the Convertible Note upon the holderPurchaser's delivery to the Company of a written agreement, in form and substance satisfactory to the Company, whereby the holder Purchaser makes, at the time of conversion, such representations and warranties to and for the benefit of the Company as are comparable to the representations and warranties of the Purchaser set forth in SECTION Section 3.2(d) below as and to the extent applicable to the issuance of the Conversion Shares upon conversion of the Convertible Note.

Appears in 1 contract

Samples: Note Purchase Agreement (Global Beverage Solutions, Inc.)

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