Promissory Notes definition
Examples of Promissory Notes in a sentence
In no event shall the number of Common Shares so reserved be less than 300% of the maximum number of Common Shares issuable upon conversion of all then-outstanding Promissory Notes and in respect of all Advances, in each case calculated assuming conversion or issuance at the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) then in effect.
The Company shall file an initial registration statement on Form S-1 covering the resale of the Shares issuable under this Agreement and the Common Shares underlying the Promissory Notes within thirty (30) calendar days following the closing of the Business Combination, and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as promptly as practicable thereafter, all in accordance with the terms of the Registration Rights Agreement.
For the avoidance of doubt, any Black Out Period or Material Outside Event during which the Investor is unable to resell Common Shares under an effective Registration Statement shall constitute (and shall not cure, suspend or toll) a Registration Event (as defined in the Promissory Notes) to the extent provided in the Promissory Notes.
The Company shall at all times reserve and keep available out of its authorized and unissued Common Shares, solely for the purpose of effecting the issuance of Shares hereunder and upon conversion of the Promissory Notes, such number of Common Shares as shall be sufficient to effect such issuances.
As of the date of the Pre-Advance Closing, and at all times thereafter, the Company shall have reserved from its duly authorized capital stock not less than the number of Common Shares issuable upon conversion of all Promissory Notes and pursuant to all Advances.