Common use of Mechanics of Optional Conversion Clause in Contracts

Mechanics of Optional Conversion. The holder of any certificate for Series C Preferred shall be entitled to request conversion of all or part of its Series C Preferred at any time or from time to time as provided in Section 7(b), by delivering a written notice to the attention of the Secretary or Treasurer of the Corporation at the Corporation’s principal place of business of its desire to convert its Series C Preferred and receive a replacement certificate or certificates therefor, specifying the number of shares of Series C Preferred to be so converted and the holder’s calculation of the Conversion Rate. In the event of any disagreement between the Corporation and the holder as to the correct Conversion Rate, the Conversion Rate will be finally determined by an investment banking or brokerage firm with no material prior or current relationship with the Corporation or any of its subsidiaries selected by the Board in good faith, the fees and expenses of which will be paid by the Corporation. The Corporation will, promptly upon receipt of all certificates representing Series C Preferred of such holder that are to be converted, issue a certificate or certificates registering the appropriate number of shares of Common Stock to such holder. Upon optional conversion as set forth in Section 7 (b), the shares of Series C Preferred so converted shall be eliminated, and thereafter such shares of Series C Preferred shall become and be known as shares of “Common Stock” without further action on the part of the holder thereof.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Lithium Technology Corp), Stock Purchase Agreement (Lithium Technology Corp), Stock Purchase Agreement (Lithium Technology Corp)

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Mechanics of Optional Conversion. The holder of any certificate for Series C A Preferred shall be entitled to request conversion of all or part of its Series C A Preferred at any time or from time to time as provided in Section 7(b), by delivering a written notice to the attention of the Secretary or Treasurer of the Corporation at the Corporation’s 's principal place of business of its desire to convert its Series C A Preferred and receive a replacement certificate or certificates therefor, specifying the number of shares of Series C A Preferred to be so converted and the holder’s 's calculation of the Conversion Rate. In the event of any disagreement between the Corporation and the holder as to the correct Conversion Rate, the Conversion Rate will be finally determined by an investment banking or brokerage firm with no material prior or current relationship with the Corporation or any of its subsidiaries selected by the Board in good faith, the fees and expenses of which will be paid by the Corporation. The Corporation will, promptly upon receipt of all certificates representing Series C A Preferred of such holder that are to be converted, issue a certificate or certificates registering the appropriate number of shares of Common Stock to such holder. Upon optional conversion as set forth in Section 7 (b), the shares of Series C A Preferred so converted shall be eliminated, and thereafter such shares of Series C A Preferred shall become and be known as shares of "Common Stock" without further action on the part of the holder thereof.

Appears in 2 contracts

Samples: Agreement (Lithium Technology Corp), Agreement (Lithium Technology Corp)

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