Reservation of Parent Common Shares. The Parent hereby represents, warrants and covenants that it has irrevocably reserved for issuance and will at all times keep available, free from preemptive and other rights, out of its authorized and unissued capital stock such number of Parent Common Shares (a) as is equal to the sum of (i) the number of Exchangeable Non-Voting Shares issued and outstanding from time to time and (ii) the number of Exchangeable Non-Voting Shares issuable upon the exercise of all rights to acquire Exchangeable Non-Voting Shares outstanding from time to time and (b) as are now and may hereafter be required to enable and permit the Purchaser and the Parent to meet their respective obligations hereunder, under the Support Agreement, under the Exchangeable Share Provisions and under any other security or commitment pursuant to which the Parent may now or hereafter be required to issue Parent Common Shares. To the extent permitted under Article 5 hereof, the Trust Shares may be used to satisfy the Parent's obligations under this Section 4.10.
Appears in 4 contracts
Samples: Exchange and Voting Agreement (Thinweb Com Corp), Share Exchange and Share Purchase Agreement (I Tech Holdings Inc), Exchange and Voting Agreement (I Tech Holdings Inc)
Reservation of Parent Common Shares. The Parent hereby represents, warrants and covenants that it has irrevocably reserved for issuance and will at all times keep available, free from preemptive pre-emptive and other rights, out of its authorized and unissued capital stock such number of Parent Common Shares Shares: (a) as is equal to the sum of of: (i) the number of Exchangeable Non-Voting Shares issued and outstanding from time to time time; and (ii) the number of Exchangeable Non-Voting Shares issuable upon the exercise of all rights to acquire Exchangeable Non-Voting Shares outstanding from time to time time; and (b) as are now and may hereafter be required to enable and permit the Purchaser and the Parent to meet their respective obligations hereunder, under the Support Agreement, under the Exchangeable Share Provisions and under any other security or commitment pursuant to which the Parent may now or hereafter be required to issue Parent Common Shares. To the extent permitted under Article 5 hereof, the Trust Shares may be used to satisfy the Parent's obligations under this Section section 4.10.
Appears in 2 contracts
Samples: Share Exchange Agreement (Big Flash Corp), Share Exchange Agreement (Big Flash Corp)
Reservation of Parent Common Shares. The Parent hereby represents, warrants and covenants that it has irrevocably reserved for issuance and will at all times keep available, free from preemptive and other rights, out of its authorized and unissued capital stock such number of Parent Common Shares (a) as is equal to the sum of (i) the number of Exchangeable Non-Voting Shares issued and outstanding from time to time and (ii) the number of Exchangeable Non-Voting Shares issuable upon the exercise of all rights to acquire Exchangeable Non-Voting Shares outstanding from time to time and (b) as are now and may hereafter be required to enable and permit the Purchaser Mergeco and the Parent to meet their respective obligations hereunder, under the Support Agreement, under the Exchangeable Share Provisions and under any other security or commitment pursuant to which the Parent may now or hereafter be required to issue Parent Common Shares. To the extent permitted under Article 5 hereof, the Trust Shares may be used to satisfy the Parent's obligations under this Section 4.10.
Appears in 1 contract
Samples: Exchange and Voting Agreement (Dream Team International Inc)
Reservation of Parent Common Shares. The Parent hereby represents, warrants and covenants that it has irrevocably reserved for issuance and will at all times keep available, free from preemptive and other rights, out of its authorized and unissued capital stock such number of Parent Common Shares (a) as is equal to the sum of (i) the number of Exchangeable Non-Voting Shares issued and outstanding from time to time and (ii) the number of Exchangeable Non-Voting Shares issuable upon the exercise of all rights to acquire Exchangeable Non-Voting Shares outstanding from time to time and (b) as are now and may hereafter be required to enable and permit the Purchaser and the Parent to meet their respective obligations hereunder, under the Support Agreement, under the Exchangeable Share Provisions and under any other security or commitment pursuant to which the Parent may now or hereafter be required to issue Parent Common Shares. To the extent permitted under Article 5 hereof, the Trust Shares may be used to satisfy the Parent's ’s obligations under this Section 4.10.
Appears in 1 contract
Samples: Share Exchange and Share Purchase Agreement (Actionview International Inc)
Reservation of Parent Common Shares. The Parent hereby represents, warrants and covenants that it has irrevocably reserved for issuance and will at all times keep available, free from preemptive and other rights, out of its authorized and unissued capital stock such number of Parent Common Shares (a) as is equal to the sum of (i) the number of Exchangeable Non-Voting Shares issued and outstanding from time to time and (ii) the number of Exchangeable Non-Voting Shares issuable upon the exercise of all rights to acquire Exchangeable Non-Voting Shares outstanding from time to time and (b) as are now and may hereafter be required to enable and permit the Purchaser and the Parent to meet their respective obligations hereunder, under the Support Agreement, under the Exchangeable Share Provisions and under any other security or commitment pursuant to which the Parent may now or hereafter be required to issue Parent Common Shares. To the extent permitted under Article 5 7 hereof, the Trust Shares may be used to satisfy the Parent's obligations under this Section 4.10.
Appears in 1 contract
Samples: Share Exchange and Share Purchase Agreement (Sierra Gigante Resources Inc)
Reservation of Parent Common Shares. The Parent hereby represents, warrants and covenants that it has irrevocably reserved for issuance and will at all times keep available, free from preemptive and other rights, out of its authorized and unissued capital stock such number of Parent Common Shares (a) as is equal to the sum of (i) the number of Exchangeable Non-Voting Shares issued and outstanding from time to time and (ii) the number of Exchangeable Non-Voting Shares issuable upon the exercise of all rights to acquire Exchangeable Non-Voting Shares outstanding from time to time and (b) as are now and may hereafter be required to enable and permit the Purchaser and the Parent to meet their respective obligations hereunder, under the Support Agreement, under the Exchangeable Share Provisions and under any other security or commitment pursuant to which the Parent may now or hereafter be required to issue Parent Common Shares. To the extent permitted under Article 5 hereofApplicable Laws, the Trust Shares may be used to satisfy the Parent's obligations under this Section 4.10.
Appears in 1 contract
Samples: Exchange and Voting Agreement (Internet Food Co Inc)