Common use of Procedures for Conversion Clause in Contracts

Procedures for Conversion. (a) In order to exercise the Conversion Rights pursuant to Section 4.1 above, the Seller shall deliver an irrevocable written notice of such exercise to the Company, at its principal office. The Holders shall, upon any conversion of such Series D Preferred Stock in accordance with this Section 4, surrender certificates representing such shares of Series D Preferred Stock to the Company, at its principal office, and specify the name or names in which the Seller wishes the certificate or certificates for shares of Common Stock to be issued. In case the Seller shall specify a name or names other than that of the Holders, such notice shall be accompanied by payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof) payable upon the issuance of shares of Common Stock in such name or names. As promptly as practicable, and, if applicable, after payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof), the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock to which the Holders shall be entitled. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the date of receipt by the Company of any notice of conversion pursuant to this Section 4.3(a), upon the occurrence of any event specified therein. Upon conversion of any shares of Series D Preferred Stock, such shares shall cease to constitute shares of Series D Preferred Stock and shall represent only a right to receive shares of common stock into which they have been converted.

Appears in 1 contract

Samples: Purchase Agreement (Turnaround Partners, Inc.)

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Procedures for Conversion. (a) In order to exercise the Conversion Rights pursuant to Section 4.1 above, the Seller Investor shall deliver an irrevocable written notice of such exercise to the Company, Company at its principal office. The Holders Investor shall, upon any the conversion of such Series D E Preferred Stock in accordance with this Section 4, surrender certificates the certificate representing such shares share of Series D E Preferred Stock to the Company, at its principal office, and specify the name or names in which the Seller Investor wishes the certificate or certificates for shares of Common Stock to be issued. In case the Seller Investor shall specify a name or names other than that of the HoldersInvestor, such notice shall be accompanied by payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof) payable upon the issuance of shares of Common Stock in such name or names. As promptly as practicable, and, if applicable, after payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof), the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable non-assessable shares of Common Stock to which the Holders Investor shall be entitled. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the date of receipt by the Company of any notice of conversion pursuant to this Section 4.3(a), upon the occurrence of any event specified therein. Upon conversion of any shares the share of Series D E Preferred Stock, such shares share shall cease to constitute shares a share of Series D E Preferred Stock and shall represent only a right to receive shares of common stock Common Stock into which they have it has been converted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Turnaround Partners, Inc.)

Procedures for Conversion. (a) In order to exercise the Conversion Rights pursuant to Section 4.1 above, the Seller Xxxxxx shall deliver an irrevocable written notice of such exercise to the Company, at its principal office. The Holders Xxxxxx shall, upon any conversion of such Series D B Preferred Stock in accordance with this Section 4, surrender certificates representing such shares of the Series D B Preferred Stock to the Company, at its principal office, and specify the name or names in which the Seller Xxxxxx wishes the certificate or certificates for shares of Common Stock to be issued. In case the Seller Xxxxxx shall specify a name or names other than that of the HoldersXxxxxx, such notice shall be accompanied by payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof) payable upon the issuance of shares of Common Stock in such name or names. As promptly as practicable, and, if applicable, after payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof), the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock to which the Holders Xxxxxx shall be entitled. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the date of receipt by the Company of any notice of conversion pursuant to this Section 4.3(a4.3(b), upon the occurrence of any event specified therein. Upon conversion of any shares of Series D B Preferred Stock, such shares shall cease to constitute shares of Series D B Preferred Stock and shall represent only a right to receive shares of common stock into which they have been converted.

Appears in 1 contract

Samples: Purchase Agreement (Turnaround Partners, Inc.)

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Procedures for Conversion. (a) In order to exercise the Conversion Rights pursuant to Section 4.1 above, the Seller shall deliver an irrevocable written notice of such exercise to the Company, at its principal office. The Holders shall, upon any conversion of such Series D Preferred Stock in accordance with this Section 4, surrender certificates representing such shares of Series D Preferred Stock to the Company, at its principal office, and specify the name or names in which the Seller wishes the certificate or certificates for shares of Common Stock to be issued. In case the Seller shall specify a name or names other than that of the Holders, such notice shall be accompanied by payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof) payable upon the issuance of shares of Common Stock in such name or names. As promptly as practicable, and, if applicable, after payment after0020payment of all transfer taxes (if transfer is to a person or entity other than the holder thereof), the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and nonassessable shares of Common Stock to which the Holders shall be entitled. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the date of receipt by the Company of any notice of conversion pursuant to this Section 4.3(a), upon the occurrence of any event specified therein. Upon conversion of any shares of Series D Preferred Stock, such shares shall cease to constitute shares of Series D Preferred Stock and shall represent only a right to receive shares of common stock into which they have been converted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Turnaround Partners, Inc.)

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