Issuance of Common Shares. The Common Shares are duly authorized and reserved for issuance and, upon conversion of Preferred Shares in accordance with the Certificate (including receipt by the Company of the Preferred Shares or being converted or a lost stock affidavit), such Common Shares will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, and entitled to be traded on the Principal Market or the New York Stock Exchange or the American Stock Exchange, or the Nasdaq small cap market (collectively with the Principal Market, the "APPROVED MARKETS"), and the holders of such Common Shares shall be entitled to all rights and preferences accorded to a holder of Common Stock. As of the date of this Agreement, the outstanding shares of Common Stock are currently listed on the Principal Market.
Appears in 2 contracts
Samples: Put and Call Agreement (Secure Computing Corp), Put and Call Agreement (Secure Computing Corp)
Issuance of Common Shares. The Common Shares are duly authorized and reserved for issuance and, upon conversion of Preferred Shares or Additional Preferred Shares in accordance with the Certificate (including receipt by the Company Certificate, or exercise of the Preferred Shares or being converted or a lost stock affidavit)Warrants in accordance with the terms thereof, such Common Shares will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, and entitled to be traded on the Principal Market or the New York Stock Exchange or the American Stock Exchange, or the Nasdaq small cap market (collectively with the Principal Market, the "APPROVED MARKETS"), and the holders of such Common Shares shall be entitled to all rights and preferences accorded to a holder of Common Stock. As of the date of this Agreement, the outstanding shares of Common Stock are currently listed on the Principal Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Stemcells Inc), Securities Purchase Agreement (Stemcells Inc)
Issuance of Common Shares. The Common Shares are duly authorized and reserved for issuance and, upon conversion exercise of Preferred Shares the Warrants in accordance with the Certificate (including receipt by the Company of the Preferred Shares or being converted or a lost stock affidavit)terms thereof, such Common Shares will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, and entitled to be traded on the Principal Market or the New York Stock Exchange or the American Stock Exchange, or the Nasdaq small cap market (collectively with the Principal Market, the "APPROVED MARKETS"), and the holders of such Common Shares shall be entitled to all rights and preferences accorded to a holder of Common Stock. As of the date of this Agreement, the outstanding shares of Common Stock are currently listed on the Principal Market.
Appears in 2 contracts
Samples: Subscription Agreement (Stemcells Inc), Subscription Agreement (Stemcells Inc)
Issuance of Common Shares. The Common Shares are duly authorized and reserved for issuance and, upon conversion of Preferred Shares in accordance with the Certificate (including receipt by the Company or exercise of the Preferred Shares or being converted or a lost stock affidavit)Warrants, such Common Shares will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, and entitled to be traded on the Principal Market or the New York Stock Exchange or the American Stock Exchange, or the Nasdaq small cap market National Market (collectively with the Principal Market, the "APPROVED MARKETS"), and the holders of such Common Shares shall be entitled to all rights and preferences accorded to a holder of Common Stock. As of the date of this Agreement, the outstanding shares of Common Stock are currently listed on the Principal Market.
Appears in 1 contract
Samples: Preferred Stock Investment Agreement (Stan Lee Media Inc)
Issuance of Common Shares. The Common Shares are duly authorized and reserved for issuance and, upon conversion of Preferred Shares Notes in accordance with the Certificate their terms (including receipt by the Company of the Preferred Shares or Notes being converted or a lost stock bond affidavit), such Common Shares Shares, will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, and entitled to be traded on the Principal Market or the New York Stock Exchange ("NYSE") (or the American Stock Exchange, or the Nasdaq small cap market (National Market System, collectively with the Principal MarketNYSE, the "APPROVED MARKETS"), and the holders of such Common Shares shall be entitled to all rights and preferences accorded to a holder of Common Stock. As of the date of this Agreement, the outstanding shares of Common Stock are currently listed on the Principal MarketNYSE.
Appears in 1 contract
Samples: Convertible Note Investment Agreement (Sunshine Mining & Refining Co)
Issuance of Common Shares. The Common Shares are duly authorized and reserved for issuance and, upon conversion of Preferred Shares Debentures, exercise of the Warrants or exercise of the Option in accordance with the Certificate (including receipt by the Company of the Preferred Shares or being converted or a lost stock affidavit)terms thereof, such Common Shares will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, and entitled to be traded on the Principal Market or the New York Stock Exchange or the American Stock Exchange, or the Nasdaq small cap market Stock Market (collectively with the Principal Market, the "APPROVED MARKETS"), and the holders of such Common Shares shall be entitled to all rights and preferences accorded to a holder of Common Stock. As of the date of this Agreement, the outstanding shares of Common Stock are currently listed on the Principal Market.
Appears in 1 contract
Issuance of Common Shares. The Common Shares are duly authorized and reserved for issuance and, upon conversion of Preferred Shares in accordance with the Certificate (including receipt by the Company or exercise of the Preferred Shares or being converted or a lost stock affidavit)Warrants in accordance with the terms thereof, such Common Shares will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, and entitled to be traded on the Pacific Exchange and the Principal Market or the New York Stock Exchange or the American Stock Exchange, or the Nasdaq small cap market Small Cap Market (collectively with the Principal Market, the "APPROVED MARKETSApproved Markets"), and the holders of such Common Shares shall be entitled to all rights and preferences accorded to a holder of Common Stock. As of the date of this Agreement, the outstanding shares of Common Stock are currently listed on the Principal MarketMarket and the Pacific Exchange.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genesisintermedia Com Inc)
Issuance of Common Shares. The Common Shares are duly authorized and reserved for issuance and, upon conversion of Preferred Shares Debentures or exercise of the Warrants in accordance with the Certificate (including receipt by the Company of the Preferred Shares or being converted or a lost stock affidavit)terms thereof, such Common Shares will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, and entitled to be traded on the Pacific Exchange and the Principal Market or the New York Stock Exchange or the American Stock Exchange, or the Nasdaq small cap market Small Cap Market (collectively with the Principal Market, the "APPROVED MARKETSApproved Markets"), and the holders of such Common Shares shall be entitled to all rights and preferences accorded to a holder of Common Stock. As of the date of this Agreement, the outstanding shares of Common Stock are currently listed on the Principal MarketMarket and the Pacific Exchange.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genesisintermedia Com Inc)
Issuance of Common Shares. The Common Shares and Option Shares are duly authorized and reserved for issuance and, upon conversion of Preferred Shares in accordance with the Certificate (including receipt by the Company Certificate, purchase of the Preferred Option Shares or being converted or a lost stock affidavit)exercise of the Warrants in accordance with the terms thereof, such Common Shares will be validly issued, fully paid and non-assessable, free and clear of any and all liens, claims and encumbrances, and entitled to be traded on the Principal Market or the New York Stock Exchange or the American Stock Exchange, or the Nasdaq small cap market (collectively with the Principal Market, the "APPROVED MARKETS"), and the holders of such Common Shares shall be entitled to all rights and preferences accorded to a holder of Common Stock. As of the date of this Agreement, the outstanding shares of Common Stock are currently listed on the Principal Market.
Appears in 1 contract