Authorization and Reservation of Common Stock Sample Clauses

Authorization and Reservation of Common Stock. It is the intent of Lenders and Borrower that, upon issuance, the shares of Common Stock issuable to AirWorks and RS Properties upon conversion of the AirWorks Note and the RS Properties Note in full, assuming the entire $17,300,000 amount is advanced by AirWorks and RS Properties, (the “AirWorks and RS Properties Notes Shares”) will represent, on an as-converted, fully-diluted basis (taking into account, without limitation, all potentially dilutive securities which are outstanding, authorized by Borrower, or otherwise required to be issued, as of the First Closing Date, and assuming that all outstanding options, warrants and other rights for the purchase of capital stock of Borrower shall have been exercised, and all outstanding shares of all series of Borrower’s preferred stock, if any, have been converted into Common Stock), no less than 93.3% of the outstanding capital stock of Borrower. As soon as reasonably practicable following the First Closing Date, Borrower shall take such action as is necessary to authorize and reserve a number of shares of Common Stock sufficient to permit Lenders to convert the Notes in whole. Accordingly, without limiting the generality of the foregoing, Lenders and Borrower agree that if at any time after the First Closing Date it is determined that the AirWorks and RS Properties Notes Shares will not, or did not represent, on an as-converted, fully-diluted basis at least 93.3% of the outstanding capital stock of Borrower, Lenders and Borrower will take all such action as is necessary for Borrower to authorize and reserve, and Borrower shall authorize and reserve for Lenders, such additional shares of its Common Stock as are necessary for AirWorks and RS Properties to hold, beneficially and of record, at least 93.3% of the outstanding capital stock of Borrower on an as-converted, fully-diluted basis upon conversion of their respective Notes in whole.
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Authorization and Reservation of Common Stock. The Company shall have duly authorized and reserved for issuance, a number of shares of Common Stock sufficient in Purchaser's opinion, to accommodate shares issuable in connection with the exercise of Company stock options and the conversion of Series A-1 and Series A-2 Preferred (including future issuances in subsequent financing transactions and issuances in respect of dividends on Company Preferred payable in Company Preferred).
Sample 1
Authorization and Reservation of Common Stock. The Underlying Shares have been duly reserved for issuance upon conversion of the Debentures and, when issued pursuant to the terms and conditions of this Agreement and the Debentures, will be duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens, other than Liens created by the Purchasers and restrictions on transfer imposed by this Agreement, the Securities Act, and applicable state securities laws.
Sample 1
Authorization and Reservation of Common Stock. The Company represents and warrants and agrees that it has (i) submitted a proposal to its stockholders to amend the Company's amended and restated certificate of incorporation to increase the total authorized number of shares of Common Stock from 300,000,000 to 600,000,000 at the Company's 2012 annual meeting of stockholders (the “Charter Amendment”) and (ii) the Company's board of directors has recommended and will recommend that the Company's stockholders vote in favor of the Charter Amendment at its 2012 annual meeting of stockholders. The Company covenants and agrees that (i) if the Charter Amendment is not so approved, it shall submit the Charter Amendment or, in its stead, an amendment to the Company's amended and restated certificate of incorporation providing for the authorization of at least an additional number of shares of Common Stock sufficient to issue shares of Common Stock equal to the Exchange Cap (as such term is defined in the General Disclosure Package), for approval at each of its subsequent annual meetings until so approved and (ii) promptly following the approval of the Charter Amendment (or such other amendment specified in clause (i) of this sentence), the Company shall reserve for future issuance a requisite number of shares of Common Stock so issuable upon conversion of the Series A Stock then outstanding. Upon stockholder approval of the Charter Amendment (or stockholder approval of such other amendment as described in the immediately preceding sentence) and the filing by the Company of an amendment to its amended and restated certificate of incorporation to reflect such amendment, the Common Stock so issuable upon conversion of the Series A Stock then outstanding will be duly authorized and, when issued upon conversion and surrender of the Series A Stock in accordance with the Certificate of Designation, will be validly issued, fully paid and nonassessable.
Sample 1
Authorization and Reservation of Common Stock. Section 3.5 of the Disclosure Schedule accurately sets forth the authorized capital stock of the Company and the number of shares of each class of capital stock of the Company that are issued and outstanding as of the date hereof. All of the issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable and are owned of record by the persons set forth in Section 3.5 of the Disclosure Schedule. Upon delivery of the payment for the Class C Shares on each of the Closing Dates as herein provided, such Class C Shares will be validly issued, fully paid and nonassessable, and CVCA will acquire good title thereto, free and clear of any lien or other encumbrance (other than the restrictions on Transfer of the Class C Shares expressly set forth in this Agreement). The Warrant Shares have been reserved for issuance and, when issued upon exercise of the Warrants, will be validly issued, fully paid and nonassessable, and CVCA will acquire good title thereto, free and clear of any lien or other encumbrance (other than the restrictions on Transfer of the Warrant Shares expressly set forth in this Agreement).
Sample 1
Authorization and Reservation of Common Stock. In the event that any Note is to be converted into shares of Common Stock in accordance with its terms, the Company shall reserve for issuance the number of shares of its authorized but unissued shares of its Common Stock, par value $.001 per share, into which the Note shall be convertible, and to that end, if necessary, shall cause its Certificate of Incorporation to be amended to increase the number of authorized shares of such Common Stock so as to include therein the number of shares of Common Stock so reserved.
Sample 1
Authorization and Reservation of Common Stock. The Company shall reserve and keep available that maximum number of its authorized but unissued shares of Common Stock which are issuable upon conversion of the Shares and exercise of the Agent's Warrants. The Company has taken all necessary actions to cause (other than obtaining stockholder approval of the conversion of the Shares), and will use its reasonable best efforts to cause, the issuance, sale and delivery by the Company of the shares of Common Stock issuable upon conversion of the Shares and exercise of the Agent's Warrants to be duly authorized by all requisite corporate action of the Company. The Reserved Shares have been duly reserved for issuance upon conversion of all or any of the Shares and exercise of the Agent's Warrants. The foregoing is subject to approval by the Company's stockholders of an amendment to the Company's Articles of Incorporation increasing the number of authorized Shares of Common Stock to a number sufficient to allow the issuance of such Shares of Common Stock reserved for issuance, including, the Common Stock to be issued upon conversion of the Shares, and the filing and effectiveness of such amendment.
Sample 1
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Related to Authorization and Reservation of Common Stock

  • Authorization and Reservation of Shares The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Note and issuance of the Conversion Shares in connection therewith (based on the Conversion Price of the Note in effect from time to time) and as otherwise required by the Note. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Note without the consent of the Buyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to five times the number that is then actually issuable upon full conversion of the Note and Additional Note (based on the Conversion Price of the Note in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(g), in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. If the Company fails to obtain such shareholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares, the Company shall pay to the Buyer the Standard Liquidated Damages Amount, in cash or in shares of Common Stock at the option of the Buyer. If the Buyer elects to be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment. In order to ensure that the Company has authorized a sufficient amount of shares to meet the Reserved Amount at all times, the Company must deliver to the Buyer at the end of every month a list detailing (1) the current amount of shares authorized by the Company and reserved for the Buyer; and (2) amount of shares issuable upon conversion of the Note and as payment of interest accrued on the Note for one year. If the Company fails to provide such list within five (5) business days of the end of each month, the Company shall pay the Standard Liquidated Damages Amount, in cash or in shares of Common Stock at the option of the Buyer, until the list is delivered. If the Buyer elects to be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

  • Reservation of Common Stock As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • RESERVATION AND AUTHORIZATION OF COMMON STOCK From and after the Closing Date, the Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants. All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

  • Reservation of Common Shares As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • Authorization and Description of Shares The Shares to be --------------------------------------- purchased by the Underwriter from the Fund have been duly authorized for issuance and sale to the Underwriter pursuant to this Agreement, and, when issued and delivered by the Fund pursuant to this Agreement against payment of the consideration set forth in this Agreement will be validly issued, fully paid and non-assessable; the Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Fund.

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

  • Certain Representations; Reservation and Availability of Shares of Common Stock or Cash (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (c) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

  • Authorization of Shares The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

  • Authorization of the Common Shares The Common Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

  • Reservation and Availability of Preferred Shares (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of its authorized and unissued Preferred Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares and/or other securities), the number of Preferred Shares (and, following the occurrence of the Triggering Event, Common Shares and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights. (b) If the Company shall hereafter list any of its Preferred Shares on a national securities exchange, then so long as the Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the date of expiration of the Rights. The Company may temporarily suspend, for a period not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or of any Preferred Shares (or other securities of the Company) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or other securities of the Company) in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares (or other securities of the Company) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

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