Common use of Reservation of Authorized Shares Clause in Contracts

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 and on the earliest date possible but in no event later than the Required Date. In addition, the Company’s authorized but unissued and unreserved shares of Common Stock shall have been increased (the “Initial Increase”) to 3 billion shares of Common Stock (all in accordance with all applicable rules, laws and regulations including, but not limited to those of FINRA, Nevada law and the SEC), as soon as possible by the Company using its best-efforts, but in no event shall such Initial Increase occur later than the Required Date. Failure by the Company to satisfy the 6.1 Covenant and the Initial Increase, as soon as possible but in no event later than the Required Date, to file the Information Statement (as defined below) with the SEC for the Initial Increase within 5 Business Days from the date hereof and/or the Company not using its best efforts to satisfy such conditions will result in the payment by the Company to the Holder of the 2% Amount (as defined below) per day commencing on the first day of any breach of any such conditions, which shall be in addition to any and all other rights and remedies that the Holder may take against the Company in law and/or equity under this Note, the Transaction Documents, applicable law and/or otherwise, all of which shall be cumulative.

Reservation of Authorized Shares. 6.1 i. 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 recordthis Note is outstanding, the Company covenants and agrees that no later than the date 60 days from the Issuance Date (the “Required Date”) it will at shall take all times action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of this Note, the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of this Note as provided herein without regard to any limitations on conversions (the "Required Reserve Amount"). ii. If at any time while this Note remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to have reserved for issuance upon conversion of this Note at least 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 Covenantan "Authorized Share Failure"), then the Company shall be calculated and satisfied promptly take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for and on this Note then outstanding. Without limiting the earliest generality of the foregoing sentence, as soon as practicable after the date possible of the occurrence of an Authorized Share Failure, but in no event later than seventy-five (75) days after the Required Date. In additionoccurrence of such Authorized Share Failure, the Company’s Company shall either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized but unissued and unreserved shares of Common Stock and provide each stockholder with an information statement with respect thereto or (y) file with the Commission a proxy statement for a meeting of its stockholders at which meeting the Company will seek the approval of its stockholders for an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall have been increased (the “Initial Increase”) provide each stockholder with a proxy statement and shall use commercially reasonable efforts to 3 billion solicit its stockholders' approval of such increase in authorized shares of Common Stock (all in accordance with all applicable rulesand to cause its Board of Directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, laws and regulations includingif during any such time of an Authorized Share Failure, but not limited to those of FINRA, Nevada law and the SEC), as soon as possible by the Company using is able to obtain the written consent of a majority of the shares of its best-effortsissued and outstanding Common Stock to approve the increase in the number of authorized shares of Common Stock, but in no event shall such Initial Increase occur later than the Required Date. Failure by the Company to may satisfy this obligation by obtaining such consent and submitting for filing with the 6.1 Covenant and the Initial Increase, as soon as possible but in no event later than the Required Date, to file the Commission an Information Statement (as defined below) with the SEC for the Initial Increase within 5 Business Days from the date hereof and/or the Company not using its best efforts to satisfy such conditions will result in the payment by the Company to the Holder of the 2% Amount (as defined below) per day commencing on the first day of any breach of any such conditions, which shall be in addition to any and all other rights and remedies that the Holder may take against the Company in law and/or equity under this Note, the Transaction Documents, applicable law and/or otherwise, all of which shall be cumulative.Schedule 14C.

Reservation of Authorized Shares. 6.1 So long as any Notes and/or any other securities of the 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 has reserved on the date 60 days hereof from the Issuance Date (the “Required Date”) it will at all times reserve and keep available out of its duly authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal constituting Warrant Shares. So long as the Warrant remains outstanding, the Company shall take all action necessary to (the “Required Reserve Amount”) (i) 300%reserve and keep available out of its authorized and unissued Common Stock, multiplied by (ii) the Required Minimum (as defined below) solely for the sole purpose of issuance upon conversion effecting the exercise of this Note and all other Notes issued and outstanding on the date Warrant, the number 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 specified above in this Section 6.1 3.1(g) as it relates shall from time to time be necessary to effect the exercise of all Warrant Shares pursuant to the first terms of the Warrant. If at any time while the Warrant remains outstanding the Company is required does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Required Reserve Amount Warrant at least a number of shares of Common Stock equal to the Warrant Shares (the an “6.1 CovenantAuthorized Share Failure”), then the Company shall be calculated and satisfied for and on immediately take all action necessary to increase the earliest Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Warrant Shares. Without limiting the generality of the foregoing sentence, as soon as practicable after the date possible of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the Required Date. In additionoccurrence of such Authorized Share Failure, the Company’s Company shall either (x) obtain the written consent of its stockholders for the approval of an increase in the number of authorized but unissued and unreserved shares of Common Stock and provide each stockholder with an information statement with respect thereto or (y) hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall have been increased (the “Initial Increase”) provide each stockholder with a proxy statement and shall use its reasonable best efforts to 3 billion solicit its stockholders’ approval of such increase in authorized shares of Common Stock (all in accordance with all applicable rulesand to cause its Board of Directors to recommend to the stockholders that they approve such proposal. If, laws and regulations includingupon any exercise of the Warrant, but not limited to those of FINRA, Nevada law and the SEC), as soon as possible by the Company using its best-effortsdoes not have sufficient authorized shares to deliver in satisfaction of such exercise, but in no event shall then unless the Holder elects to rescind such Initial Increase occur later than attempted exercise, the Required Date. Failure by Holder may require the Company to satisfy the 6.1 Covenant and the Initial Increase, as soon as possible but in no event later than the Required Date, to file the Information Statement (as defined below) with the SEC for the Initial Increase within 5 Business Days from the date hereof and/or the Company not using its best efforts to satisfy such conditions will result in the payment by the Company pay to the Holder within three (3) Trading Days of the 2% Amount applicable attempted exercise, cash in an amount equal to the product of (as defined belowi) per day commencing the number of Warrant Shares that the Company is unable to deliver pursuant to the terms of the Warrant, and (ii) the highest trading price of the Common Stock in effect at any time during the period beginning on the first day of any breach of any such conditions, which shall be in addition to any applicable Exercise Date and all other rights and remedies that ending on the Holder may take against date the Company makes the payment provided for in law and/or equity under this Note, the Transaction Documents, applicable law and/or otherwise, all of which shall be cumulativesentence.

Reservation of Authorized Shares. 6.1 (a) The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 100% of the Conversion Rate with respect to the principal amount of each such Note as of the Issuance Date. So long as any Notes and/or any other securities of the Company Notes are owned by the Holder (and/or any transferee thereof) beneficially and/or of recordoutstanding, the Company covenants and agrees that no later than the date 60 days from the Issuance Date (the “Required Date”) it will at shall take all times action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 100% of 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”). The initial number of shares of Common Stock reserved for conversions of the Notes and each increase in the number of shares so reserved shall be allocated pro rata among the holders of the Notes based on the principal amount of the Notes held by each holder at the Closing (as defined in the Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders. (b) If at any time while any of the Notes remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Notes at least 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 an “6.1 CovenantAuthorized Share Failure”), then the Company shall be calculated and satisfied immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for and on the earliest Notes then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date possible of the occurrence of an Authorized Share Failure, but in no event later than 90 days after the Required Dateoccurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in (the “Authorized Share Failure Deadline”), the number of authorized shares of Common Stock. In additionconnection with such meeting, the Company’s Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized but unissued and unreserved shares of Common Stock shall have been increased and to cause its board of directors to recommend to the stockholders that they approve such proposal. During all or part of any thirty-day period (the “Initial IncreaseAuthorized Share Failure Payment Period”) to 3 billion shares of Common Stock (all in accordance with all applicable rulesduring which the Authorized Share Failure remains uncured, laws and regulations including, but not limited to those of FINRA, Nevada law and the SEC), as soon as possible by the Company using its best-efforts, but in no event shall pay to each holder 1% of such Initial Increase occur later than holder’s principal amount of his or her Notes for each Authorized Share Failure Payment Period during which the Required Date. Authorized Share Failure by the Company to satisfy the 6.1 Covenant and the Initial Increase, as soon as possible but in no event later than the Required Date, to file the Information Statement (as defined below) with the SEC for the Initial Increase within 5 Business Days from the date hereof and/or the Company not using its best efforts to satisfy such conditions will result in the payment by the Company to the Holder of the 2% Amount (as defined below) per day commencing on the first day of any breach of any such conditions, which shall be in addition to any and all other rights and remedies that the Holder may take against the Company in law and/or equity under this Note, the Transaction Documents, applicable law and/or otherwise, all of which shall be cumulativeremains uncured.

Reservation of Authorized Shares. 6.1 So For 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 recordconversion right exists, the Company covenants and agrees that no later than the date 60 days Borrower will reserve (and, from the Issuance Date (the “Required Date”time to time, amend its governing documents as appropriate, so as to maintain reserved) it will at all times reserve and keep available out of from its authorized and unissued shares Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock a required to be issued or reserved for issuance, in connection with the conversion of the Interest and Principal due under the Notes, and the exercise of the Warrants issued pursuant to this Loan Agreement (“Reserved Amount”) upon the full conversion of such Note and all other convertible securities, options or warrants of the Borrower. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which such Note shall be convertible at least equal to (their then current conversion price, the “Required Reserve Amount”) (i) 300%, multiplied by (ii) Borrower shall at the Required Minimum (as defined below) for the sole purpose same time make proper provision so that thereafter there shall be a sufficient number of issuance upon conversion shares of this Note Common Stock authorized and all other Notes issued and outstanding on the date of any determinationreserved, free from preemptive rights or any other actual and/or contingent purchase rights rights, for conversion of any other persons and/or entitysuch Note. The Company covenants Borrower agrees that all the issuance of such Note by Borrower and execution hereof by Borrower shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for 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 the terms and conditions of such registration statementNote. For purposes Nothing herein shall limit the Lender’s right to pursue actual damages against Borrower for the Borrower’s failure to maintain a sufficient number 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 and on the earliest date possible but in no event later than the Required Date. In addition, the Company’s authorized but unissued and unreserved shares of Common Stock or to repay such Note, and each Lender shall have been increased the right to pursue all remedies available at law or in equity (the “Initial Increase”) to 3 billion shares including degree of Common Stock (all in accordance with all applicable rules, laws and regulations including, but not limited to those of FINRA, Nevada law and the SEC), as soon as possible by the Company using its best-efforts, but in no event shall such Initial Increase occur later than the Required Date. Failure by the Company to satisfy the 6.1 Covenant and the Initial Increase, as soon as possible but in no event later than the Required Date, to file the Information Statement (as defined below) with the SEC for the Initial Increase within 5 Business Days from the date hereof specific performance and/or the Company not using its best efforts to satisfy such conditions will result in the payment by the Company to the Holder injunctive relief or under any of the 2% Amount (as defined below) per day commencing on the first day of any breach of any such conditions, which shall be in addition to any and all other rights and remedies that the Holder may take against the Company in law and/or equity under this Note, the Transaction Loan Documents, applicable law and/or otherwise, all of which shall be cumulative).