the Conversion Price. The Company shall not issue any fraction of a Common Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 26 contracts
Sources: Second Supplemental Agreement (Northwest Biotherapeutics Inc), Supplemental Agreement (Northwest Biotherapeutics Inc), Convertible Note (Transcode Therapeutics, Inc.)
the Conversion Price. The Company shall not issue any fraction of a share of Common Share Shares upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common ShareShares, the Company shall round such fraction of a share of Common Share Shares up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 13 contracts
Sources: Convertible Promissory Note (Coeptis Therapeutics Holdings, Inc.), Convertible Note (Inception Growth Acquisition LTD), Convertible Note (GameSquare Holdings, Inc.)
the Conversion Price. The Company shall not issue any fraction of a share of Common Share Shares upon any conversion. All calculations under this Section (34) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common ShareShares, the Company shall round such fraction of a share of Common Share Shares up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 6 contracts
Sources: Convertible Note (VisionWave Holdings, Inc.), Convertible Note (Banzai International, Inc.), Convertible Note (VisionWave Holdings, Inc.)
the Conversion Price. The Company shall not issue any fraction of a share of Common Share Shares upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common ShareShares, the Company shall round such fraction of a share of Common Share Shares up or down to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 5 contracts
Sources: Convertible Note (Banzai International, Inc.), Convertible Note (Abpro Holdings, Inc.), Convertible Note (Atlantic Coastal Acquisition Corp. II)
the Conversion Price. The Company shall not issue any fraction of a Common Share Shares upon any conversion. All calculations under this Section (34) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 5 contracts
Sources: Securities Purchase Agreement (GoPro, Inc.), Convertible Security Agreement (Innventure, Inc.), Convertible Security Agreement (Innventure, Inc.)
the Conversion Price. The Company shall not issue any fraction of a share of Common Share Stock upon any conversion. All calculations under this Section (34) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common ShareStock, the Company shall round such fraction of a share of Common Share Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares Stock upon conversion of any Conversion Amount.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Kidpik Corp.), Securities Purchase Agreement (Canoo Inc.), Securities Purchase Agreement (Canoo Inc.)
the Conversion Price. The Company shall not issue any fraction of a share of Common Share Stock upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common ShareStock, the Company shall round such a fraction of a share of Common Share Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares Stock upon conversion of any Conversion Amount.
Appears in 4 contracts
Sources: Convertible Note (Maison Solutions Inc.), Convertible Note (Maison Solutions Inc.), Convertible Note (New Era Helium Inc.)
the Conversion Price. The Company shall not issue any fraction of a share of Common Share Stock upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common ShareStock, the Company shall round such fraction of a share of Common Share Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares Stock upon conversion of any Conversion Amount.
Appears in 4 contracts
Sources: Standby Equity Purchase Agreement (GigCapital5, Inc.), Convertible Promissory Note (SMX (Security Matters) Public LTD Co), Convertible Promissory Note (SMX (Security Matters) Public LTD Co)
the Conversion Price. The Company shall not issue any fraction of a Common Share share of Ordinary Shares upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common Shareshare of Ordinary Shares, the Company shall round such fraction of a Common Share share of Ordinary Shares up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Ordinary Shares upon conversion of any Conversion Amount.
Appears in 4 contracts
Sources: Standby Equity Purchase Agreement (Zapp Electric Vehicles Group LTD), Convertible Note (Wearable Devices Ltd.), Convertible Note (X3 Holdings Co., Ltd.)
the Conversion Price. The Company shall not issue any fraction of a Common an Ordinary Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common an Ordinary Share, the Company shall round such fraction of a Common an Ordinary Share up to the nearest whole shareOrdinary Share. The Company shall pay any and all transfer, stamp and similar documentary taxes that may be payable with respect to the issuance and delivery of Common Ordinary Shares upon conversion of any Conversion Amount.
Appears in 3 contracts
Sources: Convertible Note (Next.e.GO N.V.), Convertible Note (Next.e.GO N.V.), Convertible Note (Next.e.GO N.V.)
the Conversion Price. The Company shall not issue any fraction of a Common Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up down to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 3 contracts
Sources: Convertible Note (FibroBiologics, Inc.), Convertible Note (FibroBiologics, Inc.), Convertible Note (FibroBiologics, Inc.)
the Conversion Price. The Company shall not issue any fraction of a Common an Ordinary Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common an Ordinary Share, the Company shall round such fraction of a Common an Ordinary Share up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Ordinary Shares upon conversion of any Conversion Amount.
Appears in 2 contracts
Sources: Convertible Note (Jeffs' Brands LTD), Convertible Note (SciSparc Ltd.)
the Conversion Price. The Company shall not issue any fraction of a share of Common Share Shares upon any conversion. All calculations under this Section (3β(3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common ShareShares, the Company shall round such fraction of a share of Common Share Shares up or down to the nearest whole shareshare (e.g., rounding up 0.50 and higher). The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 2 contracts
Sources: Standby Equity Purchase Agreement (Celularity Inc), Consent to Yorkville Arrangements (Celularity Inc)
the Conversion Price. The Company shall not issue any fraction of a Common Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount. 3 The Second Pre-Closing Advance Promissory Note shall omit Section 3 and associated definitions.
Appears in 2 contracts
Sources: Convertible Note (Plum Acquisition Corp. III), Convertible Note (Tactical Resources Corp.)
the Conversion Price. The Company shall not issue any fraction of a Common Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Ordinary Shares upon conversion of any Conversion Amount.
Appears in 2 contracts
Sources: Convertible Note (Powell Max LTD), Convertible Note (Powell Max LTD)
the Conversion Price. The Company shall not issue any fraction of a Common an Ordinary Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common an Ordinary Share, the Company shall round such fraction of a Common an Ordinary Share up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Ordinary Shares upon conversion of any Conversion Amount.
Appears in 2 contracts
Sources: Convertible Note (Baijiayun Group LTD), Convertible Note (Baijiayun Group LTD)
the Conversion Price. The Company shall not issue any fraction of a share of Common Share Shares upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common ShareShares, the Company shall round such fraction of a share of Common Share Shares up or down to the nearest whole shareshare (e.g., rounding up 0.50 and higher). The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 2 contracts
Sources: Convertible Note (Celularity Inc), Consent to Yorkville Arrangements (Celularity Inc)
the Conversion Price. The Company shall not issue any fraction of a Common Share Shares upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 1 contract
the Conversion Price. The Company shall not issue any fraction of a Common Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common ShareShares, the Company shall round such fraction of a share of Common Share Shares up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 1 contract
Sources: Standby Equity Purchase Agreement (AGBA Group Holding Ltd.)
the Conversion Price. The Company shall not issue any fraction of a Common Ordinary Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common Ordinary Share, the Company shall round such fraction of a Common Ordinary Share up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Ordinary Shares upon conversion of any Conversion Amount.
Appears in 1 contract
Sources: Convertible Note (Jeffs' Brands LTD)
the Conversion Price. The Company shall not issue any fraction of a share of Common Share Shares upon any conversion. All calculations under this Section (3β(3) shall be rounded to the nearest $0.00010.001. If the issuance would result in the issuance of a fraction of a share of Common ShareShares, the Company shall round such fraction of a share of Common Share Shares up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 1 contract
Sources: Convertible Secured Promissory Note (Perfect Moment Ltd.)
the Conversion Price. The Company shall not issue any fraction of a Common Share upon any conversion. All calculations under this Section (3) Annex A shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
Appears in 1 contract
Sources: Note (Brag House Holdings, Inc.)