Issuance of Debentures and Warrants. The Debentures and the Warrants are duly authorized, and, when issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusals of any kind (collectively, "LIENS"). The Company has and at all times while the Debentures and the Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its conversion, exercise and other obligations under this Agreement, the Warrants and the Debentures and in no circumstances shall such reserved and available shares of Common Stock be less than the sum of (i) 200% of (A) the number of shares of Common Stock as would be issuable upon conversion in full of the Debentures, assuming such conversion were effected on the Original Issue Date and (B) the number of shares of Common Stock as are issuable as payment of interest on the Debentures, and (ii) the number of shares of Common Stock as are issuable upon exercise in full of the Warrants (the "INITIAL RESERVE"). If at any time the sum of the number of shares of Common Stock issuable
(a) upon conversion in full of the then outstanding Debentures, (b) as the payment of interest on the Debentures (assuming all such interest is to be paid in Common Stock) and (c) upon exercise in full of the Warrants exceeds 85% of the Initial Reserve, the Company shall duly reserve 200% of the number of shares of Common Stock equal to such excess to fulfill such obligations. The obligation shall similarly apply to successive excesses. The shares of Common Stock issuable upon conversion of the Debentures, as payment of interest in respect thereof and upon exercise of the Warrants are sometimes referred to herein as the "UNDERLYING SHARES," and the Debentures, Warrants and Underlying Shares are, collectively, the "SECURITIES." When issued in accordance with the terms of the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all Liens.
Issuance of Debentures and Warrants. The Debentures and Warrants have been duly and validly authorized for issuance, offer and sale pursuant to this Agreement and, when issued and delivered as provided hereunder against payment in accordance with the terms hereof, shall be valid and binding obligations of the Company enforceable in accordance with their terms. The Company has and at all times while the Debentures and Warrants are outstanding has and will continue to maintain an adequate reserve of shares of Common Stock to enable it to perform its obligations under this Agreement, the Debentures and Warrants. When issued in accordance with the terms hereof and the Debentures and the Warrants, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable. There are not outstanding any equity or equity equivalent security substantially similar to the Debentures, including any security with a floating conversion price substantially similar to the Debentures.
Issuance of Debentures and Warrants. Upon the following terms and conditions, the Company shall issue and sell to each Investor severally, and each Investor severally shall purchase from the Company, the outstanding principal amount of Debentures indicated next to such Investor's name on Schedule I attached hereto.
Issuance of Debentures and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers, severally, NOT jointly, shall purchase from the Company, the principal amount of Debentures and number of Purchase Warrants indicated next to the Purchasers' names on Schedule I attached hereto, together with the Adjustment Warrants.
Issuance of Debentures and Warrants. The Company shall have reserved for issuance to the Purchasers upon the conversion of the Debentures and the exercise of the Warrants a number of shares of Common Stock equal to no less than the sum of 175% of the shares of Common Stock which would be issuable upon conversion in full of such Debentures, assuming that such conversion occurred at the Conversion Price on such Closing Date and the exercise in full of the Warrants.
Issuance of Debentures and Warrants. The Company ----------------------------------- shall have: (i) issued the Debentures and Warrants at the Closing pursuant to this Agreement, and shall have delivered to each Purchaser instruments representing such Purchaser's Debenture and Warrants; and (ii) upon exercise of the Company Put Option in Section 9, issued the shares of Common Stock and delivered to each Purchaser a stock certificate representing such Purchasers shares of Common Stock.
Issuance of Debentures and Warrants. The Company shall have reserved for issuance to the Purchasers upon the conversion of the Debentures and the exercise of the Warrants a number of shares of Common Stock equal to no less than the sum of (i) 175% of the shares of Common Stock which would be issuable upon conversion in full of such Debentures, assuming that such conversion occurred at the Variable Conversion Price on the date of such Closing, that such Debentures remain outstanding for three years and that no interest thereon is ever paid in cash, and (ii) the number of shares of Common Stock issuable upon exercise in full of the Warrants issuable at such Closing assuming that the applicable Conversion Price for application in the calculation for the exercise price equaled the Variable Conversion Price on the date of such Closing.
Issuance of Debentures and Warrants. Upon issuance in accordance with this Subscription Agreement, the Debentures and Warrants will be validly issued, fully paid for and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. In the event the Company cannot register a sufficient number of shares of Common Stock issuable upon conversion of the Debenture or exercise of the Warrant, due to the remaining number of authorized shares of Common Stock being insufficient, the Company will use its best efforts to register the maximum number of shares it can based on the remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable.
Issuance of Debentures and Warrants. Concurrently with the --------------------------------------- Closing, Taylor Madison shall have issued to Purchasers the Debentures and Warrants in accordance with the provisions hereof.
Issuance of Debentures and Warrants. In consideration for the payment by each Purchaser, severally and not jointly with any other Purchaser, of the Subscription Amount set forth on such Purchaser’s signature page attached hereto, the Company hereby agrees to issue to such Purchaser against payment therefor as described herein the following securities of the Company:
(a) a Debenture of the Company with a principal amount equal to such Purchaser’s Principal Amount as to any Subscription Amounts other than Debt Surrender Subscription, and as to any Debt Surrender Subscription, equal to such Purchaser’s Debt Surrender Subscription, which debentures shall be in the form of the debentures issued pursuant to the Purchase Agreement except that the Debentures issued pursuant hereto shall be due and payable on May 14, 2012 (a “Debenture”);
(b) a Common Stock Purchase Warrant to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Subscription Amount divided by $3.10, with an exercise price per share equal to $3.10 and a term of exercise of 5 years from the date hereof, which warrant shall be in the form of the warrants issued pursuant to the Purchase Agreement (a “$3.10 Warrant”);
(c) a Common Stock Purchase Warrant to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Subscription Amount divided by $3.10, with an exercise price per share equal to $4.65 and a term of exercise of 7 years from the date hereof, which warrant shall be in the form of the warrants issued pursuant to the Purchase Agreement (together with the $3.10 Warrant, the “Warrants”); and
(d) a number of shares of Common Stock registered in the name of such Purchaser equal to 20% of the shares of Common Stock underlying such Purchaser’s Debenture (the “Shares”).
