Further Representations and Warranties of the Company. For so long as any Securities held by the Subscriber remain outstanding, the Company acknowledges, represents, warrants and agrees as follows:
(i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of the outstanding Securities.
(ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin Board.
(iii) It will permit the Subscriber to exercise its right to convert the Preferred Stock and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Preferred Stock and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date and/or exercise date. The Company will use its best efforts to transmit the certificates representing shares of Common Stock issuable upon conversion of any Preferred Stock and/or exercise of any Warrants (together with the certificates representing the Preferred Stock not so converted) and/or Warrants not so exercised to the Subscriber via express courier, by electronic transfer or otherwise within three business days after the conversion and/or exercise date if the Company has received the original Notice of Conversion and Preferred Stock certificate being so converted and/or original Notice of Exercise and Warrants by such date. In addition to any other remedies which may be available to the Subscriber, in the event that the Company fails to use its best efforts to effect delivery of such shares of Common Stock within such three business day period, the Subscriber will be entitled to revoke the relevant Notice of Conversion and/or Notice of Exercise by delivering a notice to such effect to the Company whereupon the Company and the Subscriber shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion and/or Notice of Exercise. The Notice of Conversion and Preferred Stock and/or the Notice of Exercise and Warrant representing the portion of the Preferred Stock converted and/or Warrant exercised shall be delivered as follows: To the Company: Controller SGI International 00...
Further Representations and Warranties of the Company. The Company further represents and warrants to each Agent as of each Representation Date as follows:
Further Representations and Warranties of the Company. The Company further represents and warrants to Parent that the Board of Directors of the Company has duly and validly authorized and approved by all necessary corporate action, this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, so that by the execution and delivery hereof no restrictive provision of any "fair price," "moratorium," "control-share acquisition," "interested shareholders" or other similar anti-takeover statute or regulation (including Section 203 of the DGCL) or restrictive provision of any applicable anti-takeover provision in the Articles of Incorporation (including Article Fourteenth thereof) or by-laws of the Company is, or at the closing of the transactions contemplated hereby will be, applicable to the Company, Parent, the Shares, the Merger or any other transaction contemplated by this Agreement.
Further Representations and Warranties of the Company. For so long as any Securities held by the Subscribers remain outstanding, the Company acknowledges, represents, warrants and agrees as follows:
(i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion and exercise in full of the outstanding Securities.
(ii) It will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin Board.
(iii) It will permit each Subscriber to exercise its right to convert the Preferred Stock and/or exercise the Warrants, and be subject to the liquidated damage provisions set forth in the Certificate of Secretary and Warrant.
Further Representations and Warranties of the Company. For ----------------------------------------------------- so long as any securities issuable hereunder held by the Investor remain outstanding, the Company acknowledges, represents, warrants and agrees as follows:
(i) It will use its best efforts to maintain the listing of its Common Stock on the NASDAQ Small Cap Stock Market or other organized United States market or quotron systems.
(ii) It will permit the Investor to exercise its right to convert the Series D or E Convertible Preferred Stock by telecopying an executed and completed Notice of Conversion to the Company and delivering the original Notice of Conversion and the certificate representing the Series D or E Convertible Preferred Stock to the Company by express courier. Each business date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date (the "Conversion Date"). The Company will transmit the certificates representing shares of Common Stock issuable upon conversion of any Series D or E Convertible Preferred Stock (together with the certificates representing the Series D or E Convertible Preferred Stock not so converted) to the Investor via express courier, by electronic transfer or otherwise within five business days after the conversion date if the Company has received the original Notice of Conversion and Series D or E Convertible Preferred Stock certificate being so converted by such date. In addition to any other remedies which may be available to the Investor, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within such three business day period, the Investor will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Investor shall be restored to their respective positions immediately prior to delivery of such Notice of Conversion. The Notice of Conversion and Series D or E Convertible Preferred Stock representing the portion so converted shall be delivered as follows: To the Company: The Ashton Technology Group, Inc. 0000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 Attn: Xxxx X. Xxxxx Fax: (000) 000-0000 In the event that the Common Stock issuable upon conversion of the Series D or E Convertible Preferred Stock is not delivered within five (5) business days of receipt by the Company of a valid Conversion Notice and the Series D or E Convertible Preferre...
Further Representations and Warranties of the Company. For so long as any securities issuable hereunder held by the Investors remain outstanding, the Company acknowledges, represents, warrants and agrees that it will use its best efforts to maintain the listing of its Common Stock on the OTC Bulletin Board or other organized United States market or quotron systems.
Further Representations and Warranties of the Company. For so long as any Securities held by any of the Subscribers remain outstanding, the Company acknowledges, represents, warrants and agrees as follows:
(i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of such outstanding Securities.
(ii) It will permit the Subscribers to exercise their right to convert the Debentures and/or exercise the Warrants by telecopying an executed and completed Notice of Conversion and/or Notice of Exercise to the Company and delivering the original Notice of Conversion and/or original Notice of Exercise and the certificate representing the Debenture and/or the original Warrant to the Company by express courier. Each business date on which a Notice of Conversion and/or Notice of Exercise is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a "Conversion Date" and/or "Exercise Date". The Company will transmit the certificates representing shares of Common Stock issuable upon conversion of any Debenture and/or exercise of any Warrants (together with the certificates representing the Debenture not so converted and/or Warrants not so exercised) to the Subscriber via express courier, by electronic transfer or otherwise, within three business days after the Conversion Date and/or Exercise Date if the Company has received the
Further Representations and Warranties of the Company. For so long as any securities issuable hereunder held by the Investor remain outstanding, the Company acknowledges, represents, warrants and agrees as follows:
(i) It will use its best efforts to maintain the listing of its Common Stock on a principal market.
(ii) It will permit the Investors to exercise their right to convert the Preferred Stock pursuant to the terms of the Certificate of Designation.
Further Representations and Warranties of the Company. For so long as any Securities held by any of the Subscribers remain outstanding, the Company acknowledges, represents, warrants and agrees as follows:
(i) It will reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit the conversion in full of all of the outstanding Securities.
(ii) It will permit the Subscribers to exercise their right to convert the Debentures pursuant to the terms contained in the Debentures.
Further Representations and Warranties of the Company. For so long as any Securities held by any of the Subscribers and the Placement Agent remain outstanding, the Company acknowledges, represents, warrants and agrees as follows:
