Insufficient Authorized Shares. If at any time when any Note remains outstanding, the Company does not have a sufficient number of authorized and unreserved Shares to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of Shares equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized share capital to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of an Authorized Share Failure, but in no event later than thirty (30) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the share capital. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized share capital and to cause the Board to recommend to the shareholders that they approve such proposal.
Appears in 6 contracts
Samples: Waiver and Consent, Convertible Note Sale Agreement (Cordlife Group LTD), Waiver and Consent (KKR & Co. L.P.)
Insufficient Authorized Shares. If at any time when any Note while this Warrant remains outstanding, outstanding the Company does not have a sufficient number of authorized and unreserved Shares to satisfy its obligation to reserve reserved for issuance upon conversion exercise of the Notes this Warrant at least a number of Shares equal to the then Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized share capital shares of Class B Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than thirty one hundred and twenty (30120) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders stockholders for the approval of an increase in the share capitalnumber of authorized shares of Class B Common Stock. In connection with such meeting, the Company shall provide each shareholder stockholder with a proxy statement and shall use its reasonable best efforts to solicit its shareholdersstockholders’ approval of such increase in authorized share capital shares of Class B Common Stock and to cause the Board of Directors to recommend to the shareholders stockholders that they approve such proposal.
Appears in 4 contracts
Samples: Warrant Agreement (RumbleOn, Inc.), Warrant Agreement (RumbleOn, Inc.), Warrant Agreement (RumbleOn, Inc.)
Insufficient Authorized Shares. If at any time when any while this Note remains outstanding, outstanding the Company does not have a sufficient number of authorized and unreserved Shares shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of Shares equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized share capital shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstandingAmount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than thirty seventy-five (3075) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders stockholders for the approval of an increase in the share capitalnumber of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each shareholder stockholder with a proxy statement and shall use its best commercially reasonable efforts to solicit its shareholdersstockholders’ approval of such increase in authorized share capital shares of Common Stock and to cause the Board its board of directors to recommend to the shareholders stockholders that they approve such proposal.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement, Note Purchase and Exchange Agreement (Intersections Inc), Note and Warrant Purchase Agreement (CareView Communications Inc)
Insufficient Authorized Shares. If at any time when any Note while this Warrant remains outstanding, outstanding the Company does not have a sufficient number of authorized and unreserved Shares shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of Shares equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized share capital shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than thirty ninety (3090) days after the occurrence of such Authorized Share FailureFailure and the Authorized Share Failure still exists, the Company shall hold a meeting of its shareholders stockholders for the approval of an increase in the share capitalnumber of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each shareholder stockholder with a proxy statement and shall use its best efforts to solicit its shareholdersstockholders’ approval of such increase in authorized share capital shares of Common Stock and to cause the Board its board of directors to recommend to the shareholders stockholders that they approve such proposal.
Appears in 2 contracts
Samples: Warrant Agreement (CAPSTONE TURBINE Corp), Warrant Agreement (CAPSTONE TURBINE Corp)
Insufficient Authorized Shares. If at any time when while any Note remains outstanding, of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved Shares shares of Company Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of Shares shares of Company Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall use its reasonable best efforts to immediately take all action necessary to increase the Company’s authorized share capital shares of Company Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than thirty ninety (3090) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders stockholders for the approval of an increase in the share capital. In connection with number of authorized shares of Company Common Stock (the earlier of the date of such meetingmeeting and such ninetieth day, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized share capital and to cause the Board to recommend to the shareholders that they approve such proposal“Authorized Share Failure Stockholder Meeting Deadline”).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Antigenics Inc /De/), Securities Purchase Agreement (Antigenics Inc /De/)
Insufficient Authorized Shares. If If, notwithstanding Section 1(f)(i) above, and not in limitation thereof, at any time when any Note while this Warrant remains outstanding, the Company does not have a sufficient number of authorized and unreserved Common Shares to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of Shares equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized share capital Common Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstandingAmount. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than thirty sixty (3060) days after the occurrence of such Authorized Share Failure, the Company shall hold call a meeting of its shareholders for the approval of an increase in the share capitalnumber of authorized Common Shares. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized share capital Common Shares and to cause the Board its board of directors to recommend to the shareholders that they approve such proposal.
Appears in 2 contracts
Samples: Loan Agreement (Globus Maritime LTD), Loan Agreement (Globus Maritime LTD)
Insufficient Authorized Shares. If at any time when any Note while this Warrant remains outstanding, outstanding the Company does not have a sufficient number of authorized and unreserved Shares shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of Shares equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately promptly take all action reasonably necessary to increase the Company’s authorized share capital shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than thirty one hundred twenty (30120) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders stockholders for the approval of an increase in the share capitalnumber of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each shareholder stockholder with a proxy statement and shall use its reasonable best efforts to solicit its shareholdersstockholders’ approval of such increase in authorized share capital shares of Common Stock and to cause the Board its board of directors to recommend to the shareholders stockholders that they approve such proposal.
Appears in 1 contract
Insufficient Authorized Shares. If at any time when while any Note remains outstanding, of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved Shares to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of Shares equal to the Required Reserve Amount (an “Authorized Share Failure”"AUTHORIZED SHARE FAILURE"), then the Company shall immediately take all action necessary to increase the Company’s 's authorized share capital Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than thirty (30) 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders stockholders for the approval authorization of an increase in the share capitalnumber of authorized Shares. In connection with such meeting, the Company shall provide each shareholder stockholder with a proxy statement and shall use its best efforts to solicit its shareholders’ stockholders' approval of such increase in authorized share capital Shares and to cause the its Board of Directors to recommend to the shareholders stockholders that they approve such proposal.
Appears in 1 contract
Samples: Securities Purchase Agreement (MRV Communications Inc)
Insufficient Authorized Shares. If at any time when any Note while this Warrant remains outstanding, outstanding the Company does not have an unlimited number of authorized Common Shares and does not have a sufficient number of authorized and unreserved Common Shares to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of Shares equal to the Required Reserve Amount (an “"Authorized Share Failure”"), then the Company shall immediately take all action necessary to increase the Company’s 's authorized share capital Common Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than thirty sixty (3060) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders stockholders for the approval of an increase in the share capitalnumber of authorized Common Shares. In connection with such meeting, the Company shall provide each shareholder stockholder with a proxy statement and shall use its best efforts to solicit its shareholders’ stockholders' approval of such increase in authorized share capital Common Shares and to cause the Board its board of directors to recommend to the shareholders stockholders that they approve such proposal.
Appears in 1 contract
Samples: Underwriting Agreement (Trillium Therapeutics Inc.)
Insufficient Authorized Shares. If at any time when while any Note remains outstanding, of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved Shares shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least a number of Shares shares of Common Stock equal to the Required Reserve Amount (an “"Authorized Share Failure”"), then the Company shall immediately take all action necessary to increase the Company’s 's authorized share capital shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than thirty (30) 60 days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders obtain stockholder approval for the approval of an increase in the share capitalnumber of authorized shares of Common Stock. In connection with obtaining such meetingapproval, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ stockholders' approval of such increase in authorized share capital shares of Common Stock and to cause the Board its board of directors to recommend to the shareholders stockholders that they approve such proposal.
Appears in 1 contract
Samples: Securities Purchase Agreement (Composite Technology Corp)