Common use of Mechanics and Effect of Conversion Clause in Contracts

Mechanics and Effect of Conversion. No fractional ADSs of the Issuer will be issued upon Conversion of this Note. In lieu of any fractional ADS to which the Holder would otherwise be entitled, the Issuer will pay to the Holder in cash the amount of the unconverted principal or on this Note that would otherwise be converted into such fractional ADSs. Upon Conversion of this Note pursuant to this Section 3, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Issuer or any transfer agent of the Issuer. At its expense, the Issuer will, as soon as practicable thereafter, issue and deliver to the Holder a certificate or certificates for the number of ADSs to which the Holder is entitled upon such Conversion, together with any check payable to the Holder for any cash amounts payable as described herein. Upon Conversion or repayment of this Note, the Issuer will be forever released from all of its obligations and liabilities under this Note and the Purchase Agreement with regard to the principal amount and accrued interest being converted or repaid including without limitation the obligation to pay the principal amount and accrued interest. The Holder hereby agrees to execute and deliver documents or information that may be required by applicable law, regulation or depositary procedures relating to the purchase, sale or delivery of the ADSs.

Appears in 4 contracts

Samples: Convertible Notes and Warrant Purchase Agreement (Crescent Capital Investments Ltd.), Convertible Notes and Warrant Purchase Agreement (Q&K INTERNATIONAL GROUP LTD), Convertible Notes and Warrant Purchase Agreement (Q&K INTERNATIONAL GROUP LTD)

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Mechanics and Effect of Conversion. No fractional ADSs shares of the Issuer Company’s capital stock will be issued upon Conversion conversion of this Note. In lieu of any fractional ADS share to which the Holder would otherwise be entitled, the Issuer Company will pay to the Holder in cash the amount of the unconverted principal or on and interest balance of this Note that would otherwise be converted into such fractional ADSsshare. Upon Conversion conversion of this Note pursuant to this Section 3, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Issuer Company or any transfer agent of the IssuerCompany. At its expense, the Issuer Company will, as soon as practicable thereafter, issue and deliver to the Holder such Holder, at such principal office, a certificate or certificates for the number of ADSs shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such Conversionconversion under the terms of this Note, together with any including a check payable to the Holder for any cash amounts payable as described herein. Upon Conversion or repayment conversion of this Note, the Issuer Company will be forever released from all of its obligations and liabilities under this Note and the Purchase Agreement with regard to that portion of the principal amount and accrued interest being converted or repaid including without limitation the obligation to pay such portion of the principal amount and accrued interest. The Holder hereby agrees to execute and deliver documents or information that may be required by applicable law, regulation or depositary procedures relating to the purchase, sale or delivery of the ADSs.

Appears in 3 contracts

Samples: Convertible Note Purchase Agreement (New Beginnings Acquisition Corp.), Auriga Laboratories, Inc., Auriga Laboratories, Inc.

Mechanics and Effect of Conversion. No fractional ADSs shares of the Issuer Company’s capital stock will be issued upon Conversion conversion of this Note. In lieu of any fractional ADS share to which the Holder would otherwise be entitled, the Issuer Company will pay to the Holder in cash the amount of the unconverted principal or on and interest balance of this Note that would otherwise be converted into such fractional ADSsshare. Upon Conversion conversion of this Note pursuant to this Section 32, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Issuer Company or any transfer agent of the IssuerCompany. At its expense, the Issuer Company will, as soon as practicable thereafter, issue and deliver to the Holder such Holder, at such principal office, a certificate or certificates for the number of ADSs shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such Conversionconversion under the terms of this Note, together with any including a check payable to the Holder for any cash amounts payable as described herein. Upon Conversion or repayment conversion of this Note, the Issuer Company will be forever released from all of its obligations and liabilities under this Note and the Purchase Agreement with regard to that portion of the principal amount and accrued interest being converted or repaid converted, including without limitation the obligation to pay such portion of the principal amount and accrued interest. The Holder hereby agrees to execute and deliver documents or information that may be required by applicable law, regulation or depositary procedures relating to the purchase, sale or delivery of the ADSs.

Appears in 3 contracts

Samples: Convertible Note Purchase Agreement (Carbylan Therapeutics, Inc.), Convertible Note Purchase Agreement (Carbylan Therapeutics, Inc.), Convertible Note Purchase Agreement (Carbylan Therapeutics, Inc.)

Mechanics and Effect of Conversion. Maker shall notify the Holder in writing at least five (5) Business Days prior to the Installment Dates as to whether Maker will exercise the Conversion Option in Section 3 above. No fractional ADSs shares of the Issuer NHC’s Common Stock will be issued upon Conversion conversion of this Note. In lieu of any fractional ADS share to which the Holder would otherwise be entitled, the Issuer NHC will pay to the Holder in cash the amount of the unconverted principal or on balance of this Note that would otherwise be converted into such fractional ADSsshare. Upon Conversion conversion of this Note pursuant to this Section 3Note, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Issuer NHC or any transfer agent of the IssuerNHC. At its expense, the Issuer NHC will, as soon as practicable thereafter, issue and deliver to the Holder a certificate or certificates for the number of ADSs shares to which the such Holder is entitled upon such Conversionconversion, together with any including a check payable to the Holder for any cash amounts payable as described herein, and shall deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion. Upon Conversion or repayment full conversion of this Note, the Issuer Maker will be forever released from all of its obligations and liabilities under this Note and the Purchase Agreement with regard to that portion of the principal amount and accrued interest being converted or repaid including without limitation the obligation to pay such portion of the principal amount. Upon conversion of the principal amount and of this Note into NHC’s Common Stock, any interest accrued interest. The Holder hereby agrees to execute and deliver documents or information that may on this Note shall be required by applicable law, regulation or depositary procedures relating immediately paid to the purchase, sale or delivery of the ADSsHolder.

Appears in 2 contracts

Samples: Credit Agreement and Waiver (Nobilis Health Corp.), Credit Agreement and Waiver (Nobilis Health Corp.)

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Mechanics and Effect of Conversion. No fractional ADSs shares of the Issuer Company’s capital stock will be issued upon Conversion conversion of this Note. In lieu of any fractional ADS share to which the Holder would otherwise be entitled, the Issuer Company will pay to the Holder in cash the amount portion of the unconverted principal or on amount of this Note that would otherwise be converted into such fractional ADSsshare. Upon Conversion conversion of this Note pursuant to this Section 32, the Holder shall (i) surrender this Note, duly endorsed, at the principal offices of the Issuer Company or any transfer agent of the IssuerCompany and (ii) duly execute a Deed of Adherence substantially in the form set forth in Exhibit A hereto agreeing to be bound by the Shareholders Agreement and the Restated Articles. At its expense, the Issuer Company will, as soon as practicable thereafter, issue and deliver to the Holder Holder, at such principal office, a certificate or certificates for the number of ADSs shares to which the Holder is entitled upon such Conversionconversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon Conversion conversion or repayment of this Note, the Issuer Company will be forever released from all of its obligations and liabilities under this Note and the Purchase Agreement with regard to that portion of the principal amount and accrued interest being converted or repaid including including, without limitation limitation, the obligation to pay such portion of the principal amount and accrued interestamount. The For the avoidance of doubt, upon conversion of this Note, the Holder hereby agrees to execute and deliver documents or information that may will be required by applicable law, regulation or depositary procedures relating subject to the purchaseShareholders Agreement and the Restated Articles, sale or delivery of including, without limitation, any transfer restrictions on the ADSsSeries Pre-A Shares converted by and issued to the Holder.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement

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