Adequate Shares Sample Clauses

Adequate Shares. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by the respective Warrants and Note.
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Adequate Shares. The Borrower will at all times reserve and keep available out of its authorized but unissued capital stock shares of common stock for the purpose of effecting the Conversion pursuant to Section 5(a). All shares of stock which may be issuable upon the Conversion pursuant to Section 5(a) will, upon issuance, be validly issued, fully paid and non-assessable and free from all taxes (other than any taxes which may then be payable in respect of the transfer of any such shares), liens and charges with respect to the issuance thereof. The shares of stock issuable upon the Conversion pursuant to Section 5(a) shall be issued without charge to the Holder thereof for any issuance tax in respect thereof or other cost incurred by the Borrower in connection with the Conversion and the related issuance of such shares. The Borrower shall not close its books against the transfer of shares of stock issued or issuable upon the Conversion pursuant to Section 5(a) in any manner which interferes with the timely conversion of this Note. The Borrower shall provide reasonable assistance and cooperate with any Holder of this Note as required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Borrower). The Borrower shall take all such reasonable actions as may be necessary to assure that all stock which may be issuable upon the Conversion pursuant to this Section 5 may be issued without violation of any applicable law or governmental regulation.
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Adequate Shares. The Borrower will at all times reserve and keep available out of its authorized but unissued capital stock 1,938,481 shares of Common Stock for the purpose of effecting the Conversion pursuant to Section 5(a). All shares of stock which may be issuable upon the Conversion pursuant to Section 5(a) will, upon issuance, be validly issued, fully paid and non-assessable and free from all taxes (other than any taxes which may then be payable in respect of the transfer of any such shares), liens and charges with respect to the issuance thereof. The shares of stock issuable upon the Conversion pursuant to Section 5(a) shall be issued without charge to the Holder thereof for any issuance tax in respect thereof or other cost incurred by the Borrower in connection with the Conversion and the related issuance of such shares. The Borrower shall not close its books against the transfer of shares of stock issued or issuable upon the Conversion pursuant to Section 5(a) in any manner which interferes with the timely conversion of this Note. The Borrower shall provide reasonable assistance and cooperate with any Holder of this Note as required to make any governmental filings or obtain any licenses, permits, certificates, consents, orders, approvals or other authorizations from governmental authorities (collectively, "Governmental Approvals") prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Borrower). The Borrower shall take all such reasonable actions as may be necessary to assure that all stock which may be issuable upon the Conversion pursuant to this Section 5 may be issued without violation of any applicable Law or governmental regulation. The Borrower shall, as promptly as practicable, duly call, give notice of, convene and hold a meeting of its stockholders in accordance with applicable Law and its organizational documents for the purpose of obtaining the Stockholder Approval and the approval of the stockholders of Borrower with respect to the conversion feature of the Prior Note ("Prior Note Approval"). The Borrower, consistent with the board of directors' fiduciary duties, shall use its best efforts to obtain the Stockholder Approval and Prior Note Approval in accordance with applicable Law.
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Adequate Shares. Section 9(e) of the Second Agreement shall be amended and restated as follows: The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by the respective Second Note, First Warrant, Second Warrant and Third Warrant. The Company shall amend the irrevocable instructions with the Transfer Agent in a form acceptable to the Lender (the “TA Instructions Letter”) to reserve sufficient shares for the exercise of the rights represented by the Second Note, First Warrant, Second Warrant and Third Warrant within three business days of the Effective Date. In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form acceptable to Lxxxxx signed by the successor transfer agent to Bxxxxxxx and the Borrower. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section will be given by the Company to its transfer agent and that (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate to be issued to Lender pursuant to the Second Note, First Warrant, Second Warrant and Third Warrant and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for shares to be issued to Lender upon conversion of or otherwise as and when required by the Note, Warrants and this Agreement.
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Adequate Shares. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by the respective Warrants and Notes. Initial reserve will be set at 250,000,000 shares of Common Stock.
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Adequate Shares. The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by the respective Warrants and initial Note. Initial reserve will be set at [______] shares of Common Stock. Additional reserves shall be provided prior to subsequent tranches being disbursed.
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Related to Adequate Shares

  • Reasonableness of Restrictive Covenants Executive acknowledges that the covenants contained in the preceding subsections of this Section 8 are reasonable in the scope of the activities restricted, the geographic area covered by the restrictions, and the duration of the restrictions, and that such covenants are reasonably necessary to protect the Company's legitimate interests in its Confidential Information and in its relationships with its employees, customers and suppliers. Executive further acknowledges such covenants are essential elements of this Agreement and that, but for such covenants, the Company would not have entered into this Agreement.

  • Covenants and Restrictions on Conduct of Business (a) The Trust agrees to abide by the following restrictions:

  • Disclosure of Restrictive Covenants The Executive agrees to disclose the existence and terms of the Restrictive Covenants to any employer that the Executive may work for during the Restricted Period.

  • Breach of Restrictive Covenants Without limiting the remedies available to the Company, Employee acknowledges that a breach of any of the covenants contained in Section 10 hereof may result in material irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach of Section 10 hereof, restraining Employee from engaging in activities prohibited by Section 10 hereof or such other relief as may be required specifically to enforce any of the covenants in Section 10 hereof. Notwithstanding any other provision to the contrary, the Restricted Period shall be tolled during any period of violation of any of the covenants in Section 10 (b) or (c) hereof and during any other period required for litigation during which the Company seeks to enforce such covenants against Employee if it is ultimately determined that Employee was in breach of such covenants.

  • Overbreadth of Restrictive Covenant It is the intention of the parties that if any restrictive covenant in this Agreement is determined by a court of competent jurisdiction to be overly broad, then the court should enforce such restrictive covenant to the maximum extent permitted under the law as to area, breadth and duration.

  • Survival of Restrictive Covenants Employee acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Employee’s employment for any reason. Employee further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Employee acknowledges that such obligations are independent and separate covenants undertaken by Employee for the benefit of the Company.

  • Enforcement of Restrictive Covenants Notwithstanding any other provision of this Agreement, in the event of Employee’s actual or threatened breach of any provision of this Section 4, Employer shall be entitled to an injunction restraining Employee from such breach or threatened breach, without the requirement of posting any bond or the necessity of proof of actual damage, it being agreed that any breach or threatened breach of these restrictive covenants would cause immediate and irreparable injury to Employer and that money damages would not provide an adequate remedy to Employer. Nothing herein shall be construed as prohibiting Employer from pursuing any other equitable or legal remedies for such breach or threatened breach, including the recovery of monetary damages from Employee. The period of any restriction set forth in this Section 4 shall be extended by any period of time that Employee is or has been found to be in breach of any provision in this Section 4.

  • Reasonableness of Restrictions 7.1 I agree that I have read this entire Agreement and understand it. I agree that this Agreement does not prevent me from earning a living or pursuing my career. I agree that the restrictions contained in this Agreement are reasonable, proper, and necessitated by Company’s legitimate business interests. I represent and agree that I am entering into this Agreement freely and with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it.

  • Restrictions on Conduct of Business Without limiting the generality of the terms of Section 6.1 hereof, except (i) as required by the terms hereof, or (ii) to the extent that Acquiree shall otherwise consent in writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to the terms hereof or the Closing, neither the Acquiror, nor the Acquiror Principal Shareholder shall do any of the following, or permit the Acquiror to do any of the following:

  • Certain Restrictive Covenants The Executive covenants and agrees with the Company and each Affiliate of the Company as follows:

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