Common use of Conversion Shares / Warrant Shares Clause in Contracts

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”.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Duke Mining Company, Inc.), Note and Warrant Purchase Agreement (FLO Corp), Note and Warrant Purchase Agreement (FLO Corp)

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Conversion Shares / Warrant Shares. The Company has authorized and has reserved and covenants to continue to reservereserve (subject to Shareholder Approval (as defined in SECTION 3.17 hereof)), 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%) at least 100% of the aggregate number of shares of Common Stock issuable at a conversion price equal to effect the conversion of Conversion Price Floor (as defined in the Notes and any interest accrued and outstanding thereon and exercise of the Warrants as of the Closing DateNotes). 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”"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”"SECURITIES."

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Telenetics Corp), Note and Warrant Purchase Agreement (Telenetics Corp)

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 fifty percent (120150%) 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”.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Merchandise Creations, Inc.), Note and Warrant Purchase Agreement (Merchandise Creations, Inc.)

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 DateWarrants. 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 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”.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Efoodsafety Com Inc), Note and Warrant Purchase Agreement (Communication Intelligence Corp)

Conversion Shares / Warrant Shares. The Subject to the Company obtaining Stockholder Approval in accordance with Section 3.21 hereof, 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 fifty percent (120150%) 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".

Appears in 2 contracts

Samples: Escrow Agreement (Remote Dynamics Inc), Escrow Agreement (Remote Dynamics Inc)

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 its Common Stock equal to one hundred twenty percent (at least 120%) % of the aggregate number of shares of Common Stock to effect the conversion of the principal amount of the Notes and any interest accrued and outstanding thereon and exercise of the Warrants as of the Closing DateWarrants. Any shares of Common Stock issuable upon conversion of the principal amount 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 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".

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Satcon Technology Corp), Note and Warrant Purchase Agreement (Satcon Technology Corp)

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 fifty percent (120150%) 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".

Appears in 2 contracts

Samples: Note and Warrant Purchase (Financialcontent Inc), Note and Warrant Purchase (Financialcontent Inc)

Conversion Shares / Warrant Shares. The Company hereby represents and warrants to the Purchasers that it has authorized and has reserved and and, it hereby 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 ten percent (120110%) of the aggregate number of shares of Common Stock to effect the conversion of the Notes and any interest accrued and outstanding thereon and one hundred percent (100%) of the aggregate number of shares of Common Stock to effect the 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 Shares, and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Appears in 1 contract

Samples: Securities Purchase Agreement (Ambient Corp /Ny)

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 its Common Stock equal to one hundred twenty percent (120%) at least 200% of the aggregate number of shares of Common Stock to effect the conversion of the Notes Debentures and any interest accrued and outstanding thereon and exercise of the Warrants as of the Closing DateWarrants. Any shares of Common Stock issuable upon conversion of the Notes Debentures and any interest accrued and outstanding on the Notes are herein referred to as the “Conversion Shares”. Any shares of Common Stock issuable upon 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 NotesDebentures, the Warrants, ----- -------------- the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the "Securities”.". ----------

Appears in 1 contract

Samples: Debenture and Warrant Purchase Agreement (Appiant Technologies Inc)

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".

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Glowpoint Inc)

Conversion Shares / Warrant Shares. The As of the Initial Closing Date, 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 all of the Notes to be issued by the Company under this Agreement and any interest accrued and outstanding thereon and exercise of the Warrants as of the Closing DateWarrants. 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”.

Appears in 1 contract

Samples: Securities Purchase Agreement (Kaching Kaching, Inc.)

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 DateWarrants. 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 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”.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Verticalnet Inc)

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 DateWarrants. 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 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".

Appears in 1 contract

Samples: Note and Warrant Purchase (Systems Evolution Inc)

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 its Common Stock equal to one hundred twenty percent (120%) at least 200% 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 DateWarrants. 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 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".

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Medix Resources Inc)

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 DateWarrants. 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".

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Silver Star Energy Inc)

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 DateWarrants. 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 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".

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Axm Pharma Inc)

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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 (120100%) of the aggregate number of shares of Common Stock to effect the conversion of the Notes and any interest accrued and outstanding thereon Series A-1 Shares and exercise of the Warrants as of the a Closing Date. Any shares of Common Stock issuable upon conversion of the Notes and any interest accrued and outstanding on the Notes Series A-1 Shares 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 NotesSeries A-1 Shares, the Warrants, the Conversion Shares and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Glowpoint Inc)

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 its Common Stock equal to one hundred twenty percent (at least 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 DateWarrants. 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 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".

Appears in 1 contract

Samples: Note and Warrant Purchase (V One Corp/ De)

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".

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Glowpoint Inc)

Conversion Shares / Warrant Shares. The Company has authorized and has reserved and covenants to continue to reservereserve (subject to Shareholder Approval (as defined in Section 3.17 hereof)), 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%) at least 100% of the aggregate number of shares of Common Stock issuable at a conversion price equal to effect the conversion of Conversion Price Floor (as defined in the Notes and any interest accrued and outstanding thereon and exercise of the Warrants as of the Closing DateNotes). 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”"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”"SECURITIES".

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Telenetics Corp)

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 fifty percent (120150%) 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 Initial 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".

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Manaris Corp)

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 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 Warrants and the Warrant Shares are sometimes collectively referred to herein as the “Securities”.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Interlink Global Corp)

Conversion Shares / Warrant Shares. The Upon the increase in authorized shares of Common Stock as contemplated by Section 3.21 below, the Company has authorized will authorize and has reserved will reserve and thereafter 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 at least one hundred twenty percent (120100%) 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 of, on and after the Closing DateDate in accordance with the terms of such instruments. 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".

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Datalogic International Inc)

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 fifty percent (120150%) 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 DateWarrants. Any shares of Common Stock issuable upon conversion of the Notes (and any interest accrued and outstanding on the Notes such shares when issued) 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”.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Valcent Products Inc.)

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 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 Warrants and the Warrant Shares are sometimes collectively referred to herein as the "Securities".

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (In Touch Media Group, Inc.)

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