Common Stock Issuable Upon Conversion Sample Clauses

Common Stock Issuable Upon Conversion. The Company covenants and agrees that it has the requisite authority to issue the Note and all Conversion Shares that may be issued upon the conversion of the Note. The Company will, during the term of this Note, reserve and keep available, out of COL's Common Stock, the number of shares of Common Stock included in the Conversion Shares into which this Note may be converted.
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Common Stock Issuable Upon Conversion. For purposes of this Article 11, "Common Stock" includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company. However, subject to the provisions of Section 11.06(b) hereof, shares issuable on conversion of Debentures shall include only shares of the class designated as Common Stock of the Company on the date of issuance of the Preferred Stock pursuant to the Offering or shares of any class or classes resulting from any reclassification thereof and which have no preferences in respect of dividends or amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided that, if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.
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Common Stock Issuable Upon Conversion. Within three (3) Business Days of receipt of a Conversion Notice, the Borrower shall issue to the Lender that number of shares of Common Stock of the Lender, no par value, determined by dividing the Conversion Amount by a price (the "Conversion Price") determined from time to time and subject to adjustment as set forth in this Promissory Note. For purposes hereof, the Conversion Price as of any date of determination shall be the average of the VWACS during the thirty (30) consecutive Trading Days immediately preceding such date of determination. For purposes hereof, "VWACS" shall mean the weighted daily average bid price per share of the Common Stock on the Nasdaq National Market ("NASDAQ") or on the New York Stock Exchange, American Stock Exchange or the Nasdaq SmallCap Market (each, a "Subsequent Market") as reported by Bloomberg Information Services, Inc., or its successors to its function of reporting prices, and "Trading Day" shall mean (i) a day on which the Common Stock is traded on the NASDAQ or on such Subsequent Market on which the Common Stock is then listed or quoted, as the case may be, or (ii) if the Common Stock is not listed on the NASDAQ or on a Subsequent Market, a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event the Common Stock is not listed or quoted as set forth in (i), (ii) or (iii) hereof, then "Trading Day" shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.
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Common Stock Issuable Upon Conversion. (a) The Company covenants that all Conversion Shares which may be issued upon conversion of this Note shall, upon issuance, be fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, except restrictions on resale or other transfer imposed under the Securities Act of 1933, as amended, and the Company’s by-laws and certificate of incorporation, and as may be hereafter amended or restated. (b) The Company covenants that as soon as practicable after the final closing of the Offering pursuant to which this Note is being issued, the Company shall cause a special meeting of its stockholders to be held for the purpose of amending the Company’s certificate of incorporation to increase the Company’s authorized Common Stock, and upon obtaining such approval it will at all times reserve and keep available out of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue the shares of Common Stock or other Conversion Shares upon conversion of the Notes as required hereunder, the number of shares of Common Stock or other Conversion Shares which are then issuable and deliverable upon the conversion of (and otherwise in respect of) this entire Note (taking into account the adjustments set forth in Section 2.5 hereof, free from preemptive rights or any other contingent purchase rights of persons other than the Holder.
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Common Stock Issuable Upon Conversion. Within three (3) business days of receipt of a Conversion Notice, the Borrower shall issue to the Lender that number of shares of Common Stock determined by dividing the Conversion Amount by the Fair Market Value of the Common Stock as of the Conversion Date (the "CONVERSION PRICE"). If the calculation of the Conversion Price set forth in the preceding sentence would result in a Conversion Price of less than $11.00 (as adjusted for stock splits, stock dividends, recapitalizations and the like), then the Conversion Price shall instead be $11.00 (as adjusted for stock splits, stock dividends, recapitalizations and the like). If the calculation of the Conversion Price set forth in the second preceding sentence would result in a Conversion Price of greater than $19.507 (as adjusted for stock splits, stock dividends, recapitalizations and the like), then the Conversion Price shall instead be $19.507 (as adjusted for stock splits, stock dividends, recapitalizations and the like). The Conversion Price shall be subject to adjustment as set forth below. If less than the entire outstanding principal amount of this Convertible Subordinated Promissory Note is being converted, a new Convertible Subordinated Promissory Note shall promptly be delivered to the Lender for the unconverted principal balance and shall be of like tenor as to all terms as the Convertible Subordinated Promissory Note surrendered.
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Common Stock Issuable Upon Conversion. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities shall be convertible at the option of the holder thereof for shares of Common Stock in accordance with the terms of the Securities and the Indenture; and the shares of Common Stock initially issuable upon conversion of Securities have been duly authorized and reserved for issuance, and when issued and delivered, pursuant to the terms of the Indenture, will be validly issued and fully paid and non-assessable; the Common Stock conforms to all statements relating thereto contained in the Offering Memorandum; and the issuance of the Securities and the Common Stock issuable upon conversion of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company.
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Common Stock Issuable Upon Conversion. (a) The Company shall at all times reserve and keep available for issue upon the conversion of shares of Series A Preferred Stock such number of its authorized and unissued shares of Common Stock as will be sufficient to permit such conversion in full. All shares of Common Stock which shall be so issuable, when issued upon conversion of shares of Series A Preferred Stock in accordance with the terms of the Series A Preferred Stock, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. (b) The Company shall use all reasonable efforts to cause the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock and upon exercise of Warrants to be approved for listing on NASDAQ prior to the issuance of such shares.
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Common Stock Issuable Upon Conversion. The Company covenants that all shares of Common Stock which may be issued upon conversion of this Note shall, upon issuance, be fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, except restrictions on resale or other transfer imposed under the Securities Act of 1933, as amended, and the Company's By-laws and Certificate of Incorporation, and as may be hereafter amended or restated. The Company further covenants that during the period within which the conversion right represented by this Note may be exercised, the Company will, at all times, have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Note.
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Common Stock Issuable Upon Conversion of Purchased Shares --------------------------------------------------------- and Exercise of Purchased Warrants and Investment Banking Warrants. The ------------------------------------------------------------------ issuance of the shares of Common Stock (the "Underlying Shares") issuable upon ----------------- conversion of the Purchased Shares or upon exercise of the Purchased Warrants and the Investment Banking Warrants has been duly authorized and the Underlying Shares have been, and at all times prior to such conversion or exercise will have been, duly reserved for issuance upon such conversion or exercise and, when so issued, will be validly issued, fully paid and non-assessable.
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Related to Common Stock Issuable Upon Conversion

  • Reservation of Stock Issuable Upon Conversion The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series Preferred, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series Preferred. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series Preferred, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • Delivery of Conversion Shares Upon Conversion Not later than five (5) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares acquired upon the conversion of this Debenture (including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in Common Shares at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the Company, Common Shares allocated pursuant to the conversion of accrued interest otherwise determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the 20 Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Company and excluding for such issuance the condition that the Company deliver Interest Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On or after the earlier of (i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

  • Delivery of Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.