Reservation of Parent Common Stock. Effective at or prior to the Effective Time, Parent shall reserve (free from preemptive rights) out of its reserved but unissued shares of Parent Common Stock, for the purposes of effecting the conversion of the issued and outstanding shares of Company Common Stock pursuant to this Agreement, sufficient shares of Parent Common Stock to provide for such conversion and assumption.
Reservation of Parent Common Stock. Parent hereby agrees that at or prior to Closing there shall be, or Parent shall cause there to be, reserved for issuance and/or delivery, such number of shares of Parent Common Stock equal to Common Stock Consideration.
Reservation of Parent Common Stock. Effective at or prior to the Effective Time, Parent shall reserve out of its reserved but unissued shares of Parent Common Stock sufficient shares of Parent Common Stock to provide for (i) the issuance of Parent Common Stock as part of the Election Merger Consideration, if applicable, (ii) the issuance of Parent Common Stock upon the exercise of the Xxxxxx Options, (iii) the issuance of Parent Common Stock upon the exercise of the Xxxxxx Warrant and (iv) the issuance of Parent Common Stock upon the conversion of Xxxxxx Notes.
Reservation of Parent Common Stock. Parent hereby represents, warrants and covenants in favour of ExchangeCo that Parent has reserved for issuance and will, at all times while any Exchangeable Shares (other than Exchangeable Shares held by Parent or its Affiliates) are outstanding, keep available, free from pre-emptive and other rights, out of its authorized and unissued capital stock such number of Parent Common Stock (or other shares or securities into which Parent Common Stock may be reclassified or changed as contemplated by Section 2.7 hereof) (a) as is equal to the sum of (i) the number of Exchangeable Shares issued and outstanding from time to time and (ii) the number of Exchangeable Shares issuable upon the exercise of all rights to acquire Exchangeable Shares outstanding from time to time and (b) as are now and may hereafter be required to enable and permit Parent to meet its obligations under the Voting and Exchange Trust Agreement and under any other security or commitment pursuant to which Parent may now or hereafter be required to issue Parent Common Stock, to enable and permit ExchangeCo to meet its obligations under each of the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right and its respective obligations hereunder and under the Share Provisions.
Reservation of Parent Common Stock. Prior to the Closing, Parent will have available for issuance such number of its authorized but unissued shares of (i) Parent Common Stock as will be sufficient to permit the exercise in full of all Parent Warrants and (ii) Parent Preferred Stock as will be sufficient to permit the issuance of Parent Preferred Shares as contemplated by this Agreement. All shares of (i) Parent Common Stock issuable pursuant to the terms of the Parent Warrants, when issued upon exercise thereof, with payment therefor in accordance with the terms thereof, and (ii) Parent Preferred Shares, in each case, issuable pursuant to this Agreement, shall be duly and validly issued and fully paid and nonassessable, not subject to preemptive rights and shall be free and clear of all Encumbrances.
Reservation of Parent Common Stock. From and after the date of this Agreement, Parent shall at all times reserve and keep available for issuance upon exercise of the Parent Warrant such number of its authorized but unissued shares of Parent Common Stock as will be sufficient to permit the exercise in full of the Parent Warrant.
Reservation of Parent Common Stock. Parent shall at all times reserve and keep available for issuance such number of shares of Parent Common Stock as shall from time to time be sufficient to permit the issuance of all Excess Shares and shall take all action required to increase the authorized number of shares of Parent Common Stock if at any time there shall be insufficient unissued shares of Parent Common Stock to permit such reservation.
Reservation of Parent Common Stock. (a) At or prior to the Effective Time, Parent shall reserve (free from preemptive rights) out of its authorized but unissued shares of Parent Common Stock (i) for the purposes of effecting the conversion of the issued and outstanding shares of Company Common Stock pursuant to Article II, sufficient shares of Parent Common Stock to provide for such conversion and (ii) for the purposes of satisfying the exercise, vesting or settlement of any Company Equity Awards as the same may be adjusted pursuant to Section 2.8, sufficient Parent Common Shares to provide for such exercise, vesting or settlement.
Reservation of Parent Common Stock. Parent shall, subject to receipt of the Parent Stockholder Approval (as defined in Section 5.4) of the Parent Stockholder Matters (as defined in Section 6.2(a)), reserve for issuance upon conversion of the Parent Preferred Stock 15,403,255 shares of Parent Common Stock, plus the Rounding Shares.
Reservation of Parent Common Stock. Parent covenants and agrees that it shall cause the maximum aggregate number of shares of Parent Common Stock into which the Company Common Stock is to be converted at the Effective Time pursuant to Section 1.5(a)(ii) to be reserved for issuance and available for such purpose. In addition, Parent covenants and agrees that it shall cause a number of shares of Parent Common Stock that the Parent Board determines in good faith may be necessary to satisfy Parent’s obligations under Section 1.10 to be reserved for issuance and available for such purpose until the later to occur of the True-Up Expiration Date and the issuance of shares of Parent Common Stock pursuant to Section 1.10.
