Authorization and Reservation Requirements Sample Clauses

Authorization and Reservation Requirements. The Company represents that it has at least 1,500,000,000 authorized shares of Common Stock and covenants that it will initially reserve (the “Initial Share Reservation”) from its authorized and unissued Common Stock a number of shares of Common Stock equal to at least 150% of the Original Principal Amount of the Debentures, divided by the Conversion Price in effect on the date of the Initial Share Reservation, free from preemptive rights, to provide for the issuance of Common Stock upon the conversion of the Debentures (the “Initial Share Reservation Requirement”). The Company further covenants that, beginning on the date hereof, and continuing throughout the period that any Debentures remain outstanding, the Company shall at all times have authorized, and reserved (together with the Initial Share Reservation Requirement, collectively referred to as the “Ongoing Share Reservation Requirement”) for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding portion of the Debentures and issuance of the Conversion Shares in connection therewith (based on the Conversion Price (as defined in the Debentures) in effect from time to time). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of or otherwise pursuant to the Debentures without the consent of the Buyers. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at no less than 100% of the number that is then actually issuable upon full conversion of the Debentures (based on the Conversion Price (as defined in the Debentures) in effect from time to time) (without regard to any limitations on the number of shares issuable upon the Conversion of the Debentures).
AutoNDA by SimpleDocs
Authorization and Reservation Requirements. The Company represents that it has at least 100,000,000 authorized shares of Common Stock and that it has reserved (pro rata as to each Buyer, based upon the initial principal amount of its Debenture) from its authorized and unissued Common Stock at least 35,000,000 shares of Common Stock, free from preemptive rights, to provide for the issuance of Common Stock upon the conversion of the Debentures and to provide for the issuance of Common Stock upon the exercise of the Warrants (as defined in the SPA).

Related to Authorization and Reservation Requirements

  • Documentation Requirements ODM shall pay the MCP after it receives sufficient documentation, as determined by ODM, detailing the MCP’s Ohio Medicaid-specific liability for the Annual Fee. The MCP shall provide documentation that includes the following: 1. Total premiums reported on IRS Form 8963;

  • Certification Requirements The hospice program certifies and attaches hereto documentation that: (a) it is Medicare approved and meets all Medicare conditions of participation (42 CFR 418); and (b) is licensed pursuant to any applicable state or local law.

  • Qualification Requirements In addition to ITB 13.1, ITB 13.2, and ITB 13.3 (b), the potential bidder must also fulfill the following:- a) The Bidder must be a Manufacturer or an Authorized Dealer or service provider for sales & service continuously from last one- year.

  • Compliance with Registration Requirements The Company meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or notice objecting to its use, has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Trust Indenture Act”). At the respective times the Registration Statement and the most recent amendment thereto for purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) became effective and as of the date hereof and as of the Closing Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Company in writing by any of the Underwriters through the Representatives expressly for use therein (it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof) (any such information, “Underwriter Information”) or to those parts of the Registration Statement that constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee. Each Preliminary Prospectus and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

  • Notification Requirements 1. If the Family Leave is foreseeable, the employee must provide the agency/department with thirty (30) calendar days notice of his or her intent to take Family Leave. 2. If the event necessitating the Family Leave becomes known to the employee less than thirty (30) calendar days prior to the employee's need for Family Leave, the employee must provide as much notice as possible. In no case shall the employee provide notice later than five (5) calendar days after he or she learns of the need for Family Leave. 3. For foreseeable leave due to a qualifying exigency, an employee must provide notice of the need for leave as soon as practicable, regardless of how far in advance such leave is foreseeable. 4. When the Family Leave is for the purpose of the scheduled medical treatment or planned medical care of a child, parent, spouse or registered domestic partner, the employee shall, to the extent practicable, schedule treatment and/or care in a way that minimizes disruption to agency/department operations.

  • Information Requirements The Company covenants that, if at any time before the end of the Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further reasonable action as any Holder may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’s most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.

  • Encryption Requirements DST will not locally store Fund Data on any laptops or mobile devices (e.g., Blackberries, PDAs) managed by DST.

  • General Education Requirements Students who intend to transfer to SUNY Buffalo State College with an A.A. or A.S. degree, will be considered as having fulfilled general education/Intellectual Foundations as long as they complete the 30 credits and 7 of 10 areas of SUNY-GER requirements prior to the start of their studies at SUNY Buffalo State College. Students should have successfully completed the SUNY-GER Basic Communication requirement with a grade of “C” or better, the mathematics requirement, and 5 of the remaining 8 categories. The student is responsible for fulfilling the SUNY Buffalo State College Diversity requirement.

  • GRADUATION REQUIREMENTS I understand that in order to graduate from the program and to receive a certificate of completion, diploma or degree I must successfully complete the required number of scheduled clock hours as specified in the catalog and on the Enrollment Agreement, pass all written and practical examinations with a minimum score of 80%, and complete all required clinical hours and satisfy all financial obligations to the College.

  • Application Requirements This application shall contain, as a minimum, a sketch showing the location of proposed facilities; a description, sketch, manufacturer’s brochure, etc. of the proposed facilities; and a description of the operation proposed. (11-28-90) 101. -- 199. (RESERVED)‌ 200. OPERATIONAL AGREEMENT.‌‌

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!