Issue of Conversion Shares Sample Clauses

The 'Issue of Conversion Shares' clause defines the process by which a company issues new shares to an investor or holder upon the conversion of convertible securities, such as convertible notes or preferred shares. This clause typically outlines the timing, calculation method, and conditions under which the conversion occurs, including how the number of shares is determined and any procedural requirements for the issuance. Its core practical function is to ensure a clear and predictable mechanism for converting debt or preferred equity into common equity, thereby providing certainty to both the company and the investor regarding ownership changes and capital structure.
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Issue of Conversion Shares. Subject to clause 11.7, BE plc will, at NLF’s election, issue the Conversion Shares to NLF or its nominee:
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Issue of Conversion Shares. If the Outstanding Debt is to be converted into Shares (the “Conversion Shares”) under this Agreement, the Company shall procure that its share capital is increased through a share issue directed to each Investor entitled to receive Conversion Shares with pre-emptive and preferential subscription rights of other shareholders of the Company being excluded so that such Investor is issued the number of Conversion Shares determined in accordance with this Agreement (with any entitlement to a fraction of a Conversion Share being rounded to the nearest number that corresponds to the lowest nominal value of the respective share) for the subscription price equal to the Outstanding Debt. Each Investor shall pay for the Conversion Shares by contributing its claim of Outstanding Debt to the Company as a non-monetary contribution and entering into a relevant agreement for the transfer of the non-monetary contribution in the form provided by the Company. Term for completion of issue of Conversion Shares The Company shall take, and procure that its shareholders will take all actions, including, adopt shareholders’ resolutions, waive shareholders’ pre-emptive rights, amend the Company’s articles of association, arrange the valuation of the Outstanding Debt and submit applications to the relevant registers so as to procure that the issuance of Conversion Shares to each Investor is completed and registered in the relevant registers: within 20 Business Days of the closing of the Qualified Financing, if the conversion is made under Section 3.; or immediately prior to but conditional upon the occurrence of a Liquidity Event, if the conversion is made under Section 4.; or within 20 Business Days of the Maturity Date, if the conversion is made under Section 5.. Failure to timely complete the issue of Conversion Shares If the conversion is not completed within the respective term stated in Section 8.2 because the Company or any of its shareholders has failed to take respective actions set forth in Section 8.2, each Investor shall have the right to request the Company to pay a contractual penalty to such Investor in the amount of 0,1% of the Loan granted by such Investor per each day of delay. If the conversion has not been completed within 20 Business Days of the due date stated in Section 8.2, then, irrespective of the reason for such delay, the Investor shall have the right to cancel this Agreement by sending a written notice to all Parties and request the Company to repay the...
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Issue of Conversion Shares. No later than two Business Days after the Conversion Date, the Company must: (a) issue the Conversion Shares to the Securityholder by issuing and Electronically Delivering the number of Shares determined under clause 4.5; (b) lodge a notice (in the form required by section 708A(5) of the Corporations Act) and an appendix 3B in respect of the Conversion Shares; and (c) deliver to the Securityholder a Security Certificate in respect of any Convertible Securities which have not been converted but were included in the Security Certificates delivered to the Company under clause 4.1.
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Issue of Conversion Shares. If the Outstanding Debt is to be converted into Shares (the “Conversion Shares”) under this Agreement, the Company shall procure that its share capital is increased through a share issue directed to each Investor entitled to receive Conversion Shares with pre- emptive and preferential subscription rights of other shareholders of the Company being excluded so that such Investor is issued the number of Conversion Shares determined in accordance with this Agreement (with any entitlement to a fraction of a Conversion Share being rounded to the nearest number that corresponds to the lowest nominal value of the respective share) for the subscription price equal to the Outstanding Debt. Each Investor shall pay for the Conversion Shares by contributing its claim of Outstanding Debt to the Company as a non-monetary contribution and entering into a relevant agreement for the transfer of the non-monetary contribution in the form provided by the Company.
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Issue of Conversion Shares. Conversion Shares arising on conversion of the Loan will be issued and allotted by the Company on the Conversion Date in accordance with the Lenders' Proportions, and will be credited as fully paid and rank pari passu with all shares of the same class on issue on the Conversion Date.
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Related to Issue of Conversion Shares

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Reservation of Conversion Shares The Conversion Shares issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance upon such conversion.

  • Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.

  • 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.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.