Conversion Stock. The Conversion Stock has been duly and validly reserved for issuance.
Conversion Stock. The shares of Conversion Stock issuable upon conversion of the Debenture have been reserved for issuance and when issued upon conversion will be duly authorized, validly issued and outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions, except as set forth in Section 4 hereof. The certificates representing the Conversion Stock to be delivered upon the conversion of the Debenture will be genuine, and the Company has no knowledge of any fact which would impair the validity thereof.
Conversion Stock. The term "Conversion Stock" shall mean the shares of Common Stock issuable upon conversion of the Series A Preferred Stock.
Conversion Stock. The Conversion Stock (i) has been duly and validly reserved for issuance, (ii) is not subject to preemptive or any other similar rights of stockholders of the Company, and (iii) when issued in accordance with the terms of the Designation or the Warrant, will be validly issued and outstanding, fully paid and nonassessable, and free of any liens or encumbrances, other than liens or encumbrances created by or imposed upon the holders through no action of the Company.
Conversion Stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock and preferred stock, par value $.001 per share, solely for the purpose of effecting the conversion of shares of Series B Preferred Stock and Series C Preferred Stock and the issuance of Common Stock in respect of the Warrants and the Carlyle Warrants, the full number of whole shares of Common Stock and Series D Preferred Stock then deliverable upon (a) the conversion of all shares of Series B Preferred Stock and Series C Preferred Stock then outstanding, (b) the issuance of Common Stock in respect of the Warrants and the Carlyle Warrants, and (c) if any Series D Preferred Stock is then outstanding, the full number of whole shares of Common Stock then deliverable upon the conversion of all shares of Series D Preferred Stock then outstanding. The Company shall take at all times such corporate action as shall be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock or Series D Preferred Stock (as the case may be) upon the conversion of shares of Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock and the exercise of the then outstanding Warrants and Carlyle Warrants. If at any time the number of authorized but unissued shares of Common Stock or Series D Preferred Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock and the exercise of all the then outstanding Warrants and Carlyle Warrants, in addition to such other remedies as shall be available to the holders of the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, the Company shall forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock or Series D Preferred Stock to such numbers of shares as shall be sufficient for such purpose, including but not limited to promptly calling and holding a meeting of the Company's stockholders, at which the Company's stockholders shall vote on a proposed amendment to the Certificate of Incorporation that would so increase the number of authorized shares of Common Stock or preferred stock, par value $.001 per share, as appropriate, a favorable vote for which amendment shall have been recommended to the Company's stockholders by the Board of Directors, pursu...
Conversion Stock. For purposes hereof, "Conversion Stock" means the common stock of the Company.
Conversion Stock. The Borrower shall at all times keep ----------------- available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the shares of Series D Preferred Stock and the shares of Series E Preferred Stock, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the shares of Series D Preferred Stock and Series E Preferred Stock from time to time outstanding. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the then outstanding shares of Series D Preferred Stock and Series E Preferred Stock, the Borrower shall forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.
Conversion Stock. 2.4 designated employee............................ 9.10 Employee....................................... 2.21(a) Employee Agreement............................. 2.21(a) Encumbrances................................... 2.9
Conversion Stock. OptiCare will at all times, so long as the New Preferred Stock, Warrants, or any convertible notes of OptiCare held by Palisade, are outstanding, reserve such authorized shares of Common Stock as are necessary for the full conversion or exercise of the New Preferred Stock and Warrants and any outstanding convertible notes. The issuance of shares of such Common Stock upon conversion of the New Preferred Stock or exercise of the Warrants and any outstanding convertible notes will be duly authorized by all necessary corporate action on the part of OptiCare and, when issued upon conversion of the New Preferred Stock or exercise of the Warrants and any outstanding convertible notes in accordance with the terms thereof, such Common Stock will have been validly issued and will be fully paid and non-assessable.
Conversion Stock. The Borrower will reserve a sufficient amount of its capital shares in order to permit Lender to exercise Lender's conversion rights under Section 2.6 above.
