Notes and Shares Sample Clauses

The "Notes and Shares" clause defines how promissory notes and shares are treated within the context of an agreement, typically specifying the rights, obligations, and procedures related to their issuance, transfer, or conversion. For example, it may outline how convertible notes can be exchanged for equity shares under certain conditions, or detail the process for recording and transferring ownership of shares. This clause ensures clarity and legal certainty regarding the handling of these financial instruments, thereby reducing the risk of disputes and misunderstandings between parties.
Notes and Shares. The Notes and Warrants included in the Units and common stock issuable upon conversion of the Notes (the "Conversion Shares") and upon exercise of the Warrants (the "Warrant Shares" and together with the Conversion Shares, the "Common Shares"), when issued and delivered in accordance with the terms of this Agreement (and the terms of the Notes or Warrants, as the case may be) will be duly authorized, validly issued, fully paid, non-assessable and free and clear of any lien or other limitation or restriction.
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Notes and Shares. At the Closing, the Company shall have delivered to the Purchasers the Notes in such denominations as each Purchaser may request.
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Notes and Shares. Such Noteholder’s Existing Notes and Existing Shares are, and the Offered Shares on any Settlement Date will be, owned of record by such Noteholder. Such Noteholder’s Existing Shares constitute all of the voting securities of the Company owned of record by the Noteholder. All of the Noteholder’s Existing Shares are issued and outstanding and such Noteholder does not own, of record or beneficially, any warrants, options or other rights to acquire any other voting securities of the Company other than the 2002 Warrants. Such Noteholder has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Sections 1, 2 and 3 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Noteholder’s Existing Shares, Shares, Existing Notes or Notes, as the case may be, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Sections 1, 2 and 3 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement on the Closing Date and, with respect to the Offered Shares, on the Settlement Date, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. Such Noteholder has good and valid title to its Existing Shares and its Existing Notes, at all times during the term hereof and on the Settlement Date or the Closing Date will have good and valid title to its Shares and at all times during the term hereof and on the Closing Date will have good and valid title to its Notes, free and clear of all liens, claims, security interests or other charges or encumbrances, subject to (x) applicable securities laws, (y) the Purchase Agreement, dated as of August 5, 2005, by and among the Company and the Noteholders (the “Note Purchase Agreement”) and (z) the Registration Rights Agreement, dated as of August 5, 2005, by and among the Company and the Noteholders, and, upon delivery of such Noteholder’s Shares or Notes, as the case may be, to Transitory Sub against delivery of the consideration therefor pursuant to this Agreement, good and valid title thereto, free and clear of all liens, claims, security interests or other charges or encumbrances (other than any arising a...
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Notes and Shares 
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Related to Notes and Shares

  • Notes and Warrants At or prior to the Closing, the Company shall have delivered to the Purchasers the Notes (in such denominations as each Purchaser may request) and the Warrants (in such denominations as each Purchaser may request).

  • Purchase of Notes and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Notes and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Securities On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • 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”.