Authorization of Conversion Shares. The Company shall authorize sufficient shares to enable the conversion of the Note in accordance with the terms of the Note prior to the date of the proposed conversion. When issued, all such shares shall be duly authorized, fully paid and non-assessable, and validly issued in accordance with the M&AA and any relevant securities laws.
Authorization of Conversion Shares. The common shares of Beneficial Interest issuable upon conversion of the Securities in accordance with the terms of the Designating Amendment (the “Conversion Shares”) have been duly authorized and, when issued upon conversion of the Securities in accordance with the terms of the Designating Amendment, will be validly issued and fully paid and non-assessable free and clear of any pledge, lien, encumbrance, security interest or other claim created by the Trust. The Trust has duly and validly reserved such Conversion Shares for issuance upon conversion of the Securities. The Conversion Shares conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the Designating Amendment; the certificates, if any, for such Conversion Shares issuable upon conversion of the Securities are in due and proper form; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Conversion Shares is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Trust.
Authorization of Conversion Shares. The Company covenants that during the period the conversion right exists, the Company will reserve from its authorized and unissued Common Shares a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Shares upon the full conversion of this Note. The Company is required at all times until the full conversion of the Note to have authorized and reserved two (2) times the number of Common Shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Company’s obligations hereunder. The Company represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Company shall issue any securities or make any change to its capital structure which would change the number of Common Shares into which the Notes shall be convertible at the then current Conversion Price, the Company shall at the same time make proper provision so that thereafter there shall be a sufficient number of Common Shares authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Company (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Shares issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for Common Shares in accordance with the terms and conditions of this Note.
Authorization of Conversion Shares. The Conversion Shares have been duly authorized for issuance and when issued and delivered by the Company in accordance with the terms of this Agreement will be validly issued and fully paid and nonassessable. Such issuance will not constitute a violation of any preemptive, preferential or first refusal rights enforceable against the Company.
Authorization of Conversion Shares. The Conversion Shares have been duly reserved for issuance upon exercise of the Warrants and, when so issued, will be duly authorized, validly issued and outstanding, fully paid and non-assessable shares of Common Stock. Neither the issuance, sale and delivery of the Notes, nor the issuance and delivery of the Conversion Shares upon exercise of the Warrants is subject to any preemptive rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person, except as provided in the Securityholders Agreements, the provisions of which have been complied with by the Company.
Authorization of Conversion Shares. The Conversion Shares shall have been reserved for issuance and, upon issuance in accordance with the M&AA, will be duly and validly issued, fully paid and non-assessable, free from any Liens, and will not be subject to any preemptive rights, rights of first refusal or similar rights.
Authorization of Conversion Shares. The issuances of the Conversion Shares under the circumstances described in, and pursuant to the terms of, the Note have been duly authorized and, when issued and delivered in accordance with the provisions of the Note, the Conversion Shares will be validly issued, fully paid and nonassessable, and the holders thereof will not be subject to personal liability solely by reason of being such holders. The Conversion Shares are not subject to the preemptive rights of any security holder of ARTRA.
Authorization of Conversion Shares. In the event of Conversion, the Warrantors shall take all actions to cause the Company to authorize sufficient shares to enable the conversion of the Notes in accordance with the terms of the Note on or prior to the date of Conversion. When issued, all such shares shall be duly authorized, fully paid and non-assessable, and validly issued in accordance with Memorandum and Articles of Association and any relevant securities laws.
Authorization of Conversion Shares. The shares of Common Stock issuable upon conversion of the New Notes (the “Conversion Shares”) have been duly authorized and reserved for issuance upon such conversion by all necessary corporate action, and the Conversion Shares, when and if issued upon conversion in accordance with the terms of the Supplemental Indenture, will be validly issued, fully paid and non-assessable. The issuance of the Conversion Shares upon conversion will not be subject to the preemptive or other similar rights of any securityholder of the Company.
Authorization of Conversion Shares. The Common Stock of the Company issuable upon conversion of the Securities (the “Conversion Shares”) have been duly authorized and reserved for issuance and, when and if issued and delivered upon conversion of the Securities in accordance with the terms of the Articles Supplementary, will be validly issued, fully paid and nonassessable, and the issuance of the Conversion Shares upon conversion of the Securities in accordance with the terms of the Articles Supplementary will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Common Stock.
