Conversion Shares / Warrant Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred twenty percent (120%) of the aggregate number of shares of Common Stock to effect the conversion of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants as of the Closing Date. Any shares of Common Stock issuable upon conversion of the Notes and any interest accrued and outstanding on the Notes are herein referred to as the “Conversion Shares”. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the “Warrant Shares”. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the “Securities”.
Conversion Shares / Warrant Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of its authorized but unissued shares of Common Stock equal to one hundred twenty percent (120%) of (a) the aggregate number of shares of Common Stock to effect the conversion of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants and (b) upon exercise of the Purchaser Option (as defined in Section 1.4 hereof), the aggregate number of shares of Common Stock to effect the conversion of the Option Notes (as defined in Section 1.4 hereof) and any interest accrued and outstanding thereon and exercise of the Additional Warrants (as defined in Section 1.4 hereof). Any shares of Common Stock issuable upon conversion of the Notes and the Option Notes and any interest accrued and outstanding on the Notes and the Option Notes are herein referred to as the “Conversion Shares”. Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the “Warrant Shares”. The Notes, the Option Notes, the Warrants, the Additional Warrants (as defined in Section 1.4 hereof), the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the “Securities”.
Conversion Shares / Warrant Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to the number of shares of Common Stock that are not currently issued or reserved for issuance; provided, however, upon the Company filing the Charter Amendment (as defined in Section 3.23 hereof), the Company shall authorize and reserve and continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the "Conversion Shares" and the "Warrant Shares", respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the "Shares".
Conversion Shares / Warrant Shares. (a) If any Shares are converted when there is an effective registration statement to cover the issuance or resale of the Conversion Shares, the Conversion Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Conversion Shares) is not effective or is not otherwise available for the sale or resale of the Conversion Shares, the Company shall immediately notify the holders of the Shares in writing that such registration statement is not then effective and thereafter shall immediately notify such holders when the registration statement is effective again and available for the sale or resale of the Conversion Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Conversion Shares in compliance with applicable federal and state securities laws).
(b) If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall immediately notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws).
Conversion Shares / Warrant Shares. If any Subscribed Preferred Shares are converted or the Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Conversion Shares or Warrant Shares, as applicable, or at such time as a legend is no longer required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission), including if shares of Preferred Stock are converted six months or more following the Closing Date at a time when the holder is not an Affiliate of the Company, the Conversion Shares or Warrant Shares issued pursuant to any such conversion or exercise shall be issued free of all legends. If the Conversion Shares or Warrant Shares bear a legend, the Company agrees that at such time as such legend is no longer required under applicable Laws, it will, as promptly as practicable following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing the Subscribed Shares, Conversion Shares or Warrant Shares, as applicable, issued with a restrictive legend, together with a customary Rule 144 representation letter, deliver or cause to be delivered to the Purchaser a certificate representing such shares that is free from all restrictive and other legends.
Conversion Shares / Warrant Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, 34,000,000 of its authorized but unissued shares of its Common Stock to effect the conversion of the Note and any interest accrued and outstanding thereon and exercise of the Warrant; provided, however, within one business day of the Company filing the Charter Amendment (as defined in Section 3.23 hereof), the Company shall take all action necessary to have authorized, and reserved for the purpose of issuance, a number of shares of Common Stock, when aggregated with the initial 34,000,000 shares of Common Stock previously reserved, equals at least 200% of the maximum number of shares of Common Stock to effect the conversion of the Note and any interest accrued and outstanding thereon and exercise of the Warrant as of the Closing Date. Any shares of Common Stock issuable upon conversion of the Note and any interest accrued and outstanding thereon and exercise of the Warrant (and such shares when issued) are herein referred to as the "Conversion Shares" and the "Warrant Shares," respectively. The Note, the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the "Securities".
Conversion Shares / Warrant Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, such number of Conversion Shares and Warrant Shares as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding.
Conversion Shares / Warrant Shares. If all or any portion of the Preferred Shares are converted at a time when there is an effective registration statement to cover the issuance or resale of the Conversion Shares, or if, in the opinion of Company Counsel, it is otherwise permitted pursuant to Rule 144, the Conversion Shares issued pursuant to any such conversion shall be issued free of all legends. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if, in the opinion of Company Counsel, it is otherwise permitted pursuant to Rule 144, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends.
Conversion Shares / Warrant Shares. The Company, as of the date hereof, has authorized and has reserved, free and clear of preemptive rights and other similar contractual rights and other liens and encumbrances, a number of its authorized but unissued shares of Common Stock equal to one hundred ten percent (110%) of the aggregate number of shares of Common Stock issuable upon conversion of the Series A-1 Preferred Stock and exercise of the Warrants, assuming no adjustment to the number of shares underlying the Series A-1 Preferred Stock and Warrants. Any shares of Common Stock issuable upon conversion of the Series A-1 Preferred Stock are herein referred to as the “Conversion Shares.” Any shares of Common Stock issuable upon exercise of the Warrants (and such shares when issued) are herein referred to as the “Warrant Shares.” The Series A-1 Preferred Stock, the Warrants, the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the “Securities.”
Conversion Shares / Warrant Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, 20,000,000 shares of its Common Stock to effect the conversion of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants. Any shares of Common Stock issuable upon conversion of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants (and such shares when issued) are herein referred to as the "Conversion Shares" and the "Warrant Shares," respectively. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the "Securities."
