Unconvertible definition
Examples of Unconvertible in a sentence
Partial prepayments shall be credited first to accrued interest then to the outstanding Unconvertible Amount, and finally to the Conversion Principal.
The Preferred Holders represent and warrant to Lenders and the Company that they are the sole, true, lawful, record and beneficial owners of their Unconvertible Preferred Shares listed opposite their names on EXHIBIT A hereto, free and clear of all encumbrances and without restrictions on voting rights or rights of disposition other than pursuant to this Settlement Agreement.
The Preferred Holders will each convey to Lender good and valid title to the Unconvertible Preferred Shares, free and clear of all liens, claims, charges, encumbrances and security interests.
There are no legends or encumbrances on the Unconvertible Preferred Shares other than the standard Securities Act legend.
The Unconvertible Preferred Shares are all of the shares of preferred stock of the Company owned by the Preferred Holders.
Such escrow agreement shall provide that any Conversion Shares issued upon conversion of the Unconvertible Portion placed into escrow that are not subject to a claim of set-off in accordance with clause (ii) of Section 3(e) shall be released from escrow on the fifteen (15) month anniversary of the Original Issue Date.
Except for this Settlement Agreement, each of the Preferred Holders has not entered into any contract relating to the issuance, sale, or transfer of any of the Unconvertible Preferred Shares or rights relating thereto.
Each Preferred Holder's Unconvertible Preferred Shares are such Preferred Holder's sole and separate property and the execution of a spousal consent to the transactions contemplated by this Settlement Agreement is not required.
Notwithstanding the foregoing, if the Company elects to convert any portion of the Note constituting the Unconvertible Portion, at the Company’s sole election and expense, the Conversion Shares issuable in respect of the Unconvertible Portion shall be placed in escrow with an escrow agent selected by the Company with the consent of the Holder, which consent shall not be unreasonably withheld, such escrow to be governed by an escrow agreement in customary form which is reasonably acceptable to the Holder.