Conversion Shares definition
Examples of Conversion Shares in a sentence
The Conversion Shares are duly authorized and reserved for issuance (or will be reserved for issuance as provided in the Note) and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
The execution and delivery of the Transaction Documents by the Company and the issuance and sale by the Company of the Securities pursuant hereto, including without limitation the reservation of the Conversion Shares for future issuance, have been duly and validly authorized by the Board of Directors and no further consent or authorization is required by the Company, the Board of Directors, its shareholders or any other Person in connection therewith.
The Company has duly reserved up to 7,801,616 Ordinary Shares for issuance as Conversion Shares upon conversion of the Note and has duly reserved up to 48,000,000 Ordinary Shares for issuance as Repayment Shares (as such term is defined in the Note) under the terms of the Note.
The Company hereby covenants and agrees not to enter into any Prohibited Transactions or incur any Indebtedness (other than Permitted Indebtedness) without the Investor’s prior written consent, until the thirtieth (30th) day after such time as the Note has been repaid in full, as applicable, and/or has been converted into Conversion Shares.
The Company further acknowledges that its obligation to issue, upon conversion of the Note, the Conversion Shares in accordance with the terms thereof, are absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.