Common use of Conversion Method Clause in Contracts

Conversion Method. Any Holder of Series A Shares may, at any time prior to the close of business on the date which is three (3) business days prior to the Redemption Date for such Series A Shares, exercise the conversion rights as to such Series A Shares by delivering to the Corporation during regular business hours, care of the then transfer agent (the "Transfer Agent") for the Corporation, a notice requesting conversion on a specified date and the number of Series A Shares that the Holder elects to convert (a "Notice of Conversion"). The Notice of Conversion shall also state the names and addresses of the persons to whom certificates for shares of Common Stock shall be issued, the denominations of such certificates and reasonable delivery instructions with respect thereto. Each conversion shall be deemed to have been effected immediately on the close of business on the date such Notice of Conversion (the "Conversion Date") is received by the Transfer Agent (including receipt via facsimile). The person in whose name any certificate for shares of Common Stock is issuable upon the conversion shall be deemed to have become the holder of record of the Common Stock at such time. If the stock transfer books of the Corporation are closed on the Conversion Date, the Conversion Date for purposes of determining record ownership shall be the next succeeding day on which the stock transfer books are open (and the conversion shall be deemed to have been effected immediately prior to the close of business on that day), but in all cases the conversion shall be at the Conversion Price in effect on the Conversion Date specified in the notice of conversion. As promptly as practicable after the Conversion Date but in any event within three (3) Trading Days (as defined below) of the receipt of the Notice of Conversion, the Corporation shall cause the Transfer Agent to issue and deliver to such Holder, at the expense of the Corporation and in accordance with such Holder's delivery instructions, a certificate or certificates for the number of full shares of Common Stock to which such Holder is entitled and cash with respect to any fractional interest in a share of Common Stock as provided in Paragraph 4.G below (which shall be promptly deposited by the Corporation with the Transfer Agent for delivery to the Holder).

Appears in 1 contract

Sources: Securities Subscription Agreement (Celex Group Inc)

Conversion Method. Any Holder of Series A A-2 Shares may, at any time prior to the close of business on the date which is three two (32) business days prior to the Redemption Date (as defined in Paragraph 5.2) for such Series A A-2 Shares, exercise the conversion rights as to such Series A A-2 Shares by delivering to the Corporation during regular business hours, care of the then transfer agent (the "Transfer Agent") for the Corporation, a notice requesting conversion on a specified date and the number of Series A A-2 Shares that the Holder elects to convert (a "Notice of Conversion"). The Notice of Conversion shall also state the names and addresses of the persons to whom certificates for shares of Common Stock shall be issued, the denominations of such certificates and reasonable delivery instructions with respect thereto. Each conversion shall be deemed to have been effected immediately on the close of business on the date such Notice of Conversion (the "Conversion Date") is received by delivered to the Transfer Agent (including receipt delivery via facsimile). The person in whose name any certificate for shares of Common Stock is issuable upon the conversion shall be deemed to have become the holder of record of the Common Stock at such time. If the stock transfer books of the Corporation are closed on the Conversion Date, the Conversion Date for purposes of determining record ownership shall be the next succeeding day on which the stock transfer books are open (and the conversion shall be deemed to have been effected immediately prior to the close of business on that day), but in all cases the conversion shall be at the Conversion Price in effect on the Conversion Date specified in the notice Notice of conversionConversion. As promptly as practicable after the Conversion Date but in any event within three (3) Trading Days (as defined below) trading days of the receipt of the Notice of Conversion, the Corporation shall, and shall use its best lawful efforts to cause the Transfer Agent to to, issue and deliver to such Holder, at the expense of the Corporation and in accordance with such Holder's delivery instructions, a certificate or certificates for the number of full shares of Common Stock to which such Holder is entitled and cash with respect to any fractional interest in a share of Common Stock as provided in Paragraph 4.G 4.6 below (which shall be promptly deposited by the Corporation with the Transfer Agent for delivery to the Holder).

Appears in 1 contract

Sources: Bridge Securities Purchase Agreement (Visual Edge Systems Inc)

Conversion Method. Any Holder of Series A B Shares may, at any time prior to the close of business on the date which is three two (32) business days prior to the Redemption Date for such Series A B Shares, exercise the conversion rights as to such Series A B Shares by delivering to the Corporation during regular business hours, care of the then transfer agent (the "Transfer Agent") for the Corporation, a notice requesting conversion on a specified date and the number of Series A B Shares that the Holder elects to convert (a "Notice of Conversion"). The Notice of Conversion shall also state the names and addresses of the persons to whom certificates for shares of Common Stock shall be issued, the denominations of such certificates and reasonable delivery instructions with respect thereto. Each conversion shall be deemed to have been effected immediately on the close of business on the date such Notice of Conversion (the "Conversion Date") is received by the Transfer Agent (including receipt via facsimile). The person in whose name any certificate for shares of Common Stock is issuable upon the conversion shall be deemed to have become the holder of record of the Common Stock at such time. If the stock transfer books of the Corporation are closed on the Conversion Date, the Conversion Date for purposes of determining record ownership shall be the next succeeding day on which the stock transfer books are open (and the conversion shall be deemed to have been effected immediately prior to the close of business on that day), but in all cases the conversion shall be at the Conversion Price in effect on the Conversion Date specified in the notice of conversion. As promptly as practicable after the Conversion Date but in any event within three (3) Trading Days (as defined below) of the receipt of the Notice of Conversion, the Corporation shall cause the Transfer Agent to issue and deliver to such Holder, at the expense of the Corporation and in accordance with such Holder's delivery instructions, a certificate or certificates for the number of full shares of Common Stock to which such Holder is entitled and cash with respect to any fractional interest in a share of Common Stock as provided in Paragraph 4.G below (which shall be promptly deposited by the Corporation with the Transfer Agent for delivery to the Holder).

Appears in 1 contract

Sources: Securities Subscription Agreement (Celex Group Inc)