Reservation of Authorized Common Units Sample Clauses

Reservation of Authorized Common Units. The Partnership has, and shall continue at all times to reserve and keep available out of the aggregate of its authorized but unissued common units, free and clear of all preemptive rights, such number of its duly authorized common units, or other stock or securities deliverable pursuant to Section 3 hereof, as shall be sufficient to enable the Partnership at any time to fulfill all of its obligations hereunder upon the exercise of this Warrant.
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Reservation of Authorized Common Units. The Company shall at all times reserve and keep available for issue upon the exercise of Warrants, such number of its authorized but unissued Common Units or other securities deliverable upon exercise of Warrants as will be sufficient to permit the exercise in full of all outstanding Warrants and shall take all action required to increase the authorized number of Common Units if necessary to permit the conversion of all outstanding Warrants. The Company will cause appropriate evidence of ownership of such Common Units or other securities to be delivered to the Warrant Agent upon its request for delivery upon the exercise of Warrants, and all such Common Units will, at all times, be duly approved for listing subject to official notice of issuance on each securities exchange, interdealer quotation system or market, if any, on which such Common Units is then listed. The Company covenants that all Common Units or other securities that may be issued upon the exercise of the Warrants will, upon issuance pursuant to the terms of the Warrant and the Warrant Agreement, be duly authorized, validly issued, fully paid and non-assessable (except as non-assessability may be affected by Section 18-607 or Section 18-804 of the Delaware Limited Liability Company Act), and free from preemptive rights and all taxes, liens, charges, encumbrances and security interests, other than any liens or encumbrances created by or imposed upon the Holders and provided, however, that the Warrants and the Common Units issued or issuable pursuant to exercise of the Warrants are subject to restrictions on transfer under applicable Federal and state securities laws and restrictions on transfer as set forth herein, the LLC Agreement and other agreements between a Holder and the Company in connection with Company securities held by such Holder.
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Related to Reservation of Authorized Common Units

  • Reservation of Authorized Shares As of the effective date of this Agreement and for the remaining period during which the Note is convertible into shares of the Company and the Warrant is exercisable for shares of the Company, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares (at least 60,000,000 common shares) to provide for the issuance of common stock upon the full conversion of the Note and the full exercise of the Warrant. The Company represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Company agrees that its issuance of the Note and the Warrant constitutes full authority to its officers, agents and transfer agents who are charged with the duty of executing and issuing shares to execute and issue the necessary shares of Common Stock upon the conversion of the Note and the exercise of the Warrant. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated by the Agreement or for the issuance of the shares contemplated by the Note or the shares contemplated by the Warrant.

  • Availability of Authorized but Unissued Securities The Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable upon the exercise of any of the Warrants and the Private Placement Warrants outstanding from time to time and upon the conversion of the Founder Shares.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Role of Authorized Participant (a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant is and shall be deemed to be an independent contractor and has and shall have no authority to act as agent for the Trust, the Sponsor, the Trustee or the Depository, in any matter or in any respect.

  • Reservation of Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Vote to Increase Authorized Common Stock Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.

  • Reservation of Common Shares As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • Reservation of Underlying Shares The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Underlying Shares as required hereunder, the number of Underlying Shares which are then issuable and deliverable upon the conversion of (and otherwise in respect of) this entire Note (taking into account the adjustments of Section 11), free from preemptive rights or any other contingent purchase rights of persons other than the Investor. The Company covenants that all Underlying Shares so issuable and deliverable shall, upon issuance in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

  • Limitation of Authority No person is authorized to make any representations concerning the Funds or the Shares except those contained in the Prospectus of each Fund and in such printed information as the Distributor may subsequently prepare. No person is authorized to distribute any sales material relating to any Fund without the prior written approval of the Distributor.

  • Authorization of the Private Placement Shares The Company has duly authorized the issuance and sale of the Private Placement Shares to the Purchaser.

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