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.
Reservation of Authorized Shares. The Company agrees and represents that until this Note is paid in full or converted, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of this Note. The Company further agrees and represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable and that the Company will instruct its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note.
Reservation of Authorized Shares. For so long as the Purchaser holds the Seller Preferred Stock, Seller shall continuously hold in reserve sufficient shares of Seller Common Stock to perform its conversion obligations under the terms of the Seller Preferred Stock.
Reservation of Authorized Shares. 6.1 So long as any Notes and/or any other securities of the Company are owned by the Holder (and/or any transferee thereof) beneficially and/or of record, the Company covenants and agrees that no later than the date 60 days from the Issuance Date (the “Required Date”) it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to (the “Required Reserve Amount”) (i) 300%, multiplied by (ii) the Required Minimum (as defined below) for the sole purpose of issuance upon conversion of this Note and all other Notes issued and outstanding on the date of any determination, free from preemptive rights or any other actual and/or contingent purchase rights of any other persons and/or entity. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, and, at such times as a registration statement covering such shares is then effective under the Securities Act, will be registered for public resale in accordance with such registration statement. For purposes of this Note, the “Required Minimum” shall mean the product of (A) the quotient obtained by dividing (I) the sum of (i) all outstanding Principal represented by this Note and all other Notes issued and outstanding on the date of any determination, (ii) all Interest hereon and thereon (whether accrued or not), and (iii) all other amounts owed under this Note and the other Transaction Documents by (II) the Conversion Price, and the resulting number multiplied by (B) 300%. The Company shall be required to calculate the Required Minimum on the first Trading Day of every other week that any amounts are owed by the Company under this Note, any other Notes and/or the other Transaction Documents and provide such calculation to each holder of Notes and the Transfer Agent in writing on such date. For purposes of calculating the Required Minimum, the Company shall assume that all Principal of this Note and any other Notes outstanding will remain outstanding for eighteen (18) months, Interest is paid in Notes, accrues and compounds daily at the Interest Rate and is paid on the date 18 months from the Issuance Date. The covenant by the Company set forth above in this Section 6.1 as it relates to the first time the Company is required to satisfy the Required Reserve Amount (the “6.1 Covenant), shall be calculated and satisfied for ...
Reservation of Authorized Shares. As of the effective date of this Agreement and for the remaining period during which the Note is outstanding, the Company will reserve from its authorized and unissued common stock a sufficient number of shares to provide for the issuance of common stock upon the full conversion of the Note. 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 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. 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 Note to be sold by the Company as contemplated by the Agreement or for the issuance of the shares contemplated by the Note.
Reservation of Authorized Shares. (a) Reservation. So long as this Note remains outstanding, the Company shall at all times reserve at least 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of this Note then outstanding (without regard to any limitations on conversions and assuming this Note remains outstanding until the Maturity Date) (the “Required Reserve Amount”).
Reservation of Authorized Shares. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”).
Reservation of Authorized Shares. So long as any of the Notes are outstanding, the Issuer shall, on or prior to the date of conversion of any Notes, take all action necessary, including amending the Charter, to reserve the requisite number of shares of its authorized and unissued capital stock (including with respect to the creation of any new Capital Stock of the Issuer subsequent to the Issuance Date), solely for the purpose of effecting the conversion of this Note, such that the number of shares of Conversion Security shall be duly and validly reserved and available for issuance at the time of the conversion of this Note, and upon issuance in accordance with the terms of this Note, the Conversion Securities will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Note, the Purchase Agreement, the Charter, the Bylaws or one or more of the Transaction Agreements, applicable federal and state securities Laws or liens or encumbrances created by or imposed by the Purchasers.
Reservation of Authorized Shares. From the date hereof through the last to occur of the Closings hereunder, the Seller shall continuously hold in reserve sufficient shares of Seller Common Stock to consummate each of the Closings contemplated hereunder.
Reservation of Authorized Shares. So long as any Principal of this Note is outstanding and unpaid, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Capital Stock, solely for the purpose of effecting the conversion of this Note.
