Issuance of the Conversion Shares Clause Samples

Issuance of the Conversion Shares. Upon issuance, the Conversion Shares will be duly authorized, validly issued, outstanding, fully paid and non-assessable. The delivery to each Preferred Stockholder of a certificate or certificates representing the Conversion Shares at the Closing will transfer to such Preferred Stockholder good and valid title to the Conversion Shares which it is entitled to receive hereunder, free and clear of all liens and encumbrances.

Issuance of the Conversion Shares. Concurrent with the Conversion, AREB shall issue the Conversion Shares and Prefunded Warrants to Agile (the “Issuance”). In order to affect the Issuance, the Parties further agree as follows: (a) The Conversion Shares shall be issued in restricted form in book entry format under the Securities Act of 1933, as amended, with AREB’s transfer agent. AREB agrees to file a resale registration statement (the “Registration Statement”) covering A▇▇▇▇’s resale of all of the Conversion Shares and 689,952 shares of AREB Common Stock underlying the Prefunded Warrants within fifteen (15) business days of the date of this Agreement (the “Deadline”). If the Registration Statement is not filed by the Deadline, the total number of Prefunded Warrants issuable hereunder shall automatically increase by an additional 391,133 Prefunded Warrants to effectively increase the balance payable under the Loan Agreement by thirty-five percent (35%). AREB shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC (as defined in this Agreement) as soon as possible after AREB’s initial filing of the Registration Statement. (b) The Prefunded Warrants shall be issued to Agile, in substantially similar form as set forth in Exhibit A hereto. (c) AREB shall pay all costs charged by AREB’s transfer agent in order to affect the Conversion and the Issuance. (d) The Conversion and the Issuance is intended to be in full compliance with, and otherwise satisfy, the requirements of Section 3(a)(9) of the Securities Act. (e) The Prefunded Warrants contain a provision limiting Agile’s beneficial ownership percentage in AREB. The Parties agree that such provision is a material part of this Agreement and shall not be breached by AREB. In no event shall Agile be deemed to beneficially own more than 4.99% of the outstanding shares of Common Stock of AREB. (f) Notwithstanding anything to the contrary contained in this Agreement or the Prefunded Warrants the parties hereto agree that the total cumulative number of shares of Common Stock issued pursuant to this Agreement, upon the exercise of the Prefunded Warrant may not exceed the requirements established in Nasdaq Listing Rule 5635(a) (the “Approval”), except such limitation shall not apply following compliance by AREB with the requirements of the Approval, if required. If necessary, AREB covenants and agrees to obtain the Approval, within 60 days of the determination date that the Approval is required, of the ...

Issuance of the Conversion Shares. Upon the execution of this Agreement as provided in Section 4.1 hereto (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, the Company shall issue to the Creditor, and Creditor shall accept from Company, the Conversion Shares.

Issuance of the Conversion Shares. Concurrent with the Conversion, AREB shall issue the Conversion Shares to KBI (the “Issuance”). In order to affect the Issuance, the Parties further agree as follows: (a) The Conversion Shares shall be issued in book entry format as free-trading securities under the Securities Act with AREB’s transfer agent, provided that the Issuance of the Conversion Shares as free-trading shares is expressly conditioned on an attorney opinion letter for free-trading status being provided by counsel to KBI, and that said letter is reasonably acceptable to both AREB and AREB’s transfer agent. (b) AREB shall pay all costs charged by A▇▇▇’s transfer agent in order to affect the Conversion and the Issuance. (c) The Conversion and the Issuance is intended to be in full compliance with, and otherwise satisfy, the requirements of Section 3(a)(9) of the Securities Act. (d) There will be no percentage or any other limitations on KBI with regard to ownership of shares of common stock of AREB, including, without limitation, the Parties expressly agreeing to waive all applicable provisions in the Prior Agreement which may limit the ownership of common stock of AREB to a certain percentage of the total number of issued and outstanding shares of common stock.

Issuance of the Conversion Shares. The Conversion Shares, when issued in accordance with the terms of the Notes, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon conversion of the Notes in accordance with the terms of the Notes. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Conversion Shares will be issued in compliance with all applicable federal and state securities laws.