Common use of Adequate Shares Clause in Contracts

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.

Adequate Shares. The Borrower will at all times reserve and keep available out of its authorized but unissued capital stock 1,938,481 303,915 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.

Adequate Shares. The Borrower will at all times reserve and keep available out of its authorized but unissued capital stock 1,938,481 757,604 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.