Conversion Clause Example with 67 Variations from Business Contracts
This page contains Conversion clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares of common stock (the "Conversion Units") equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of shar...es. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.View More
Variations of a "Conversion" Clause from Business Contracts
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full upon receiving due notification by Maker of the principal balance of this Note, a DeSPAC Transaction, Payee may elect to convert all or any portion up to a maximum amount of $1.5 million of the unpaid principal balance of under this Note into that number of shares of common stock warrants, each warrant being identical to the private warrants issued in the IPO (the "Convers...ion Units") Warrants"), the total Conversion Warrants so issued shall be equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, 16, divided by (y) $10.00, the conversion price of One Dollar ($1.00), rounded up to the nearest whole number of shares. warrants. The Conversion Units Warrants shall be identical to the units warrants issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. IPO. The Conversion Units Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock share dividend or stock share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 17 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Warrants , (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, and simultaneous with the surrender of the Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee (Payee, or such other persons, are known herein as the "Holder" or "Holders") the Conversion Units, Warrants, which shall bear such legends as are required, required in the opinion of legal counsel to Maker or (or by any other agreement between Maker and Payee Payee) and applicable state and federal securities laws. laws, rules and regulations. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full upon consummation of the principal balance of this Note, Payee may elect to convert all or any portion of Business Combination, the unpaid entire principal balance of this Note shall be converted into that number of shares of common stock the Common Stock of Maker (the "Conversion Units") Shares"), equal to: (x) the portion of the principal amount of this Note being conver...ted pursuant to this Section 15, 14, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. $10.00. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Shares, and (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver cause to be delivered to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, Shares, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units Shares upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. hereto. View More
Conversion. (a) Notwithstanding (a)Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full upon receiving due notification by Maker of the principal balance of this Note, a DeSPAC Transaction, Payee may elect to convert all or any portion of the unpaid principal balance of under this Note into that number of shares of common stock warrants, each warrant being identical to the private warrants issued in the IPO (the "Conversion Units") Warrants..."), the total Conversion Warrants so issued shall be equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, the conversion price of One Dollar ($1.00), rounded up to the nearest whole number of shares. warrants. The Conversion Units Warrants shall be identical to the units warrants issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. IPO. The Conversion Units Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock share dividend or stock share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. 3 (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Warrants , (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, and simultaneous with the surrender of the Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee (Payee, or such other persons, are known herein as the "Holder" or "Holders") the Conversion Units, Warrants, which shall bear such legends as are required, required in the opinion of legal counsel to Maker or (or by any other agreement between Maker and Payee Payee) and applicable state and federal securities laws. laws, rules and regulations. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full upon the consummation of the principal balance of this Note, Payee may elect to convert all Transaction and without any action by Maker or any portion of Payee, the unpaid principal balance of outstanding amount under this Note shall convert into that number of shares of common stock Maker or its successor entity (the "Conversion Units") Shares"), equal to: (x) the portion... of the principal outstanding amount of this Note being converted pursuant to this Section 15, 14, divided by (y) $10.00, rounded up to the nearest whole number of shares. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal outstanding amount of this Note, (i) such principal outstanding amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Shares and (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, Shares, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units Shares upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units Shares shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. View More
Conversion. (a) Notwithstanding anything contained in this Note to At the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares of common stock warrants (the "Conversion Units") Warrants") equal to: (x) (i) the portion of the principal amount of this the Note being converted pursuant to this Section 15, 14, divided by (y) $10.00, (ii) $0....50, rounded up to the nearest whole number of shares. The number. Each Conversion Units Warrant shall be identical to have the units same terms and conditions as the warrants issued by the Maker pursuant to the Payee in a private placement upon consummation of placement, as described in the Maker's initial public offering. Registration Statement. The Conversion Units and their Warrants, the shares of Common Stock underlying securities, the Conversion Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, reorganization (the "Warrant Shares"), shall be entitled to the registration rights set forth in Section 16 15 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Warrants, (iii) Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, shall deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal securities laws. (c) The Holders Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders Payee shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders Payee in connection with any such conversion. (d) The Conversion Units Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares warrants consisting of common stock one warrant exercisable for one ordinary share of the Maker (the "Conversion Units") "Convertible Warrants"), equal to: (x) the portion of the principal amount of this Note being con...verted pursuant to this Section 15, 4, divided by (y) $10.00, $1.50, rounded up to the nearest whole number of shares. warrants. The Conversion Units Convertible Warrants shall be identical to the units warrants issued by the Maker to Crown PropTech Sponsor, LLC in the Payee in a private placement that occurred upon consummation of the Maker's initial public offering. The Conversion Units Convertible Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock share dividend or stock share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 5 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Convertible Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, Convertible Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units Convertible Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units Convertible Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares units, each unit consisting of one share of Class A common stock of the Maker and one third of one warrant, each whole warrant exercisable for one share of Class A common stock of the Maker (the "Conversion Units") Uni...ts"), equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of shares. units. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 15 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. 3 16. Registration Rights. (a) Reference is made to that certain Registration Rights Agreement between Maker and the parties thereto, dated as of December 9, 2020 (the "Registration Rights Agreement"). All capitalized terms used in this Section 16 shall have the same meanings ascribed to them in the Registration Rights Agreement. (b) The Holders shall be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement. (c) The Holders shall also be entitled to include the Conversion Units and their underlying securities in Piggyback Registrations, which shall be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter advises Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the Holders shall not have any priority for inclusion in such Piggyback Registration. (d) Except as set forth above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration Rights Agreement. View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at At Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares of common stock warrants issued by the Maker (the "Conversion Units") Warrants") equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, 17, divided by (y) $10.00,... $1.00, rounded up to the nearest whole number of shares. The Conversion Units shall be identical to the units issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. warrants. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares warrants consisting of common stock one warrant exercisable for one ordinary share of the Maker (the "Conversion Units") "Convertible Warrants"), equal to: (x) the portion of the principal amount of this Note being con...verted pursuant to this Section 15, 4, divided by (y) $10.00, $1.50, rounded up to the nearest whole number of shares. warrants. The Conversion Units Convertible Warrants shall be identical to the units warrants issued by the Maker to Sponsor in the Payee in a private placement that occurred upon consummation of the Maker's initial public offering. The Conversion Units Convertible Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock share dividend or stock share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 5 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, Convertible Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the "Holders") the Conversion Units, Convertible Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units Convertible Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units Convertible Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law. View More
Conversion. (a) Notwithstanding anything contained in this Note to the contrary, at Payee's option, at any time prior to payment in full upon receiving due notification by the Maker of the principal balance closing of this Note, a merger, consolidation or other business combination pursuant to which the Maker acquires an entity for its initial business combination, the Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of shares of common stock warran...ts (the "Conversion Units") Warrants"), equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 15, divided by (y) $10.00, rounded up to the nearest whole number of shares. $1.00. The Conversion Units Warrants shall be identical to the units warrants issued by the Maker to the Payee in a private placement upon consummation of the Maker's initial public offering. The Conversion Units Warrants and their underlying securities, the shares of the Maker's common stock issuable upon the exercise thereof, and any other equity security of the Maker issued or issuable with respect to the foregoing by way of a stock share dividend or stock share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 16 hereof. (b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to the Maker or such other address which the Maker shall designate against delivery of the Conversion Units, Warrants, (iii) the Maker shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion conversion, and (iv) in exchange for all or any portion of the surrendered Note, and simultaneous with the surrender of the Note, the Maker shall, at the direction of the Payee, deliver to the Payee (or its members or their respective affiliates) (Payee (the Payee or such other persons, the "Holders") the Conversion Units, Warrants, which shall bear such legends as are required, in the opinion of counsel to the Maker or by any other agreement between the Maker and the Payee and applicable state and federal securities laws. (c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion. (d) The Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.View More