Common use of Pro Rata Conversion; Disputes Clause in Contracts

Pro Rata Conversion; Disputes. In the event the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred Shares, the Company shall convert from each Holder electing to have Preferred Shares converted at such time a pro rata amount of such Holder's Preferred Shares submitted for conversion based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii).

Appears in 4 contracts

Samples: Agreement of Merger and Plan of Reorganization (Eon Communications Corp), Exchange Agreement (Eon Communications Corp), Securities Purchase Agreement (Eon Communications Corp)

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Pro Rata Conversion; Disputes. In Subject to Section 10, in the event the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred Shares, the Company shall convert from each Holder electing to have Preferred Shares converted at such time a pro rata amount of such Holder's ’s Preferred Shares submitted for conversion based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii2(d)(iii).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Cano Petroleum, Inc), Securities Purchase Agreement (Cano Petroleum, Inc), Securities Purchase Agreement (Brooke Corp)

Pro Rata Conversion; Disputes. In the event the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Series B Preferred Shares, the Company shall convert from each Holder electing to have Series B Preferred Shares converted at such time a pro rata amount of such Holder's ’s Series B Preferred Shares submitted for conversion based on the number of Series B Preferred Shares submitted for conversion on such date by such Holder relative to the number of Series B Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Series B Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii3(c)(iii).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Telik Inc), Telik Inc

Pro Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred SharesShares submitted for conversion, the Company shall convert from each Holder electing to have Preferred Shares converted at on such time date a pro rata amount of such Holder's ’s Preferred Shares submitted for conversion on such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii)26.

Appears in 2 contracts

Samples: Loan and Security Agreement (Fuelcell Energy Inc), Underwriting Agreement (Fuelcell Energy Inc)

Pro Rata Conversion; Disputes. In Subject to Section 10, in the event the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred Shares, the Company shall convert from each Holder electing to have Preferred Shares converted at such time a pro rata amount of such Holder's Preferred Shares submitted for conversion based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii2(d)(iii).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cano Petroleum, Inc), Investors Rights Agreement (Cano Petroleum, Inc)

Pro Rata Conversion; Disputes. In the event the Company Corporation receives a Notice of Conversion Notice from more than one Holder for the same Conversion Date and the Company Corporation can convert some, but not all, of such Preferred SharesStock, the Company Corporation shall convert from each Holder electing to have Preferred Shares Stock converted at such time a pro rata amount of such Holder's ’s Preferred Shares Stock submitted for conversion based on the number of Preferred Shares Stock submitted for conversion on such date by such Holder relative to the number of Preferred Shares Stock submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred SharesStock, the Company Corporation shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii6(c)(iii).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Advanced Battery Technologies, Inc.), Securities Purchase Agreement (Advanced Battery Technologies, Inc.)

Pro Rata Conversion; Disputes. In the event the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred Shares, the Company shall convert from each Holder electing to have Preferred Shares converted at such time a pro rata amount of such Holder's ’s Preferred Shares submitted for conversion based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii)19.

Appears in 1 contract

Samples: Registration Rights Agreement (GeoEye, Inc.)

Pro Rata Conversion; Disputes. In Subject to Section 14, in the event the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred Shares, the Company shall convert from each Holder electing to have Preferred Shares converted at such time a pro rata amount of such Holder's ’s Preferred Shares submitted for conversion based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii2(d)(iii).

Appears in 1 contract

Samples: Securities Purchase Agreement (Devcon International Corp)

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Pro Rata Conversion; Disputes. In Subject to Section 12, in the event the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred Shares, the Company shall convert from each Holder electing to have Preferred Shares converted at such time a pro rata amount of such Holder's Preferred Shares submitted for conversion based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii2(d)(iii).

Appears in 1 contract

Samples: Consent and Waiver Agreement (Interpharm Holdings Inc)

Pro Rata Conversion; Disputes. In the event the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred SharesShares submitted for conversion, the Company shall convert from each Holder electing to have Preferred Shares converted at on such time date a pro rata amount of such Holder's ’s Preferred Shares submitted for conversion on such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii)21.

Appears in 1 contract

Samples: Equity Purchase Agreement (Mabvax Therapeutics Holdings, Inc.)

Pro Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred SharesShares submitted for conversion, the Company shall convert from each Holder electing to have Preferred Shares converted at on such time date a pro rata amount of such Holder's ’s Preferred Shares submitted for conversion on such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii)22.

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Health Acquisition Corp.)

Pro Rata Conversion; Disputes. In the event that the Company Corporation receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company Corporation can convert some, but not all, of such Preferred SharesSeries B submitted for conversion, the Company Corporation shall convert from each Holder electing to have Preferred Shares Series B converted at on such time date a pro rata amount of such Holder's Preferred Shares ’s Series B submitted for conversion on such date based on the number of Preferred Shares Series B submitted for conversion on such date by such Holder relative to the aggregate number of Preferred Shares Series B submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred SharesSeries B, the Company Corporation shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii)22.

Appears in 1 contract

Samples: Exchange Agreement (GridIron BioNutrients, Inc.)

Pro Rata Conversion; Disputes. In the event that the Company Corporation receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company Corporation can convert some, but not all, of such Preferred SharesShares submitted for conversion, the Company Corporation shall convert from each Holder electing to have Preferred Shares converted at on such time date a pro rata amount of such Holder's ’s Preferred Shares submitted for conversion on such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company Corporation shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 2(c)(iii).22. 49

Appears in 1 contract

Samples: Securities Purchase Agreement (GridIron BioNutrients, Inc.)

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