Common use of Reservation of Shares Issuable Upon Conversion Clause in Contracts

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will reserve and keep available out of its authorized and unissued shares of Common Stock for the purpose of issuances upon conversion of this Note and the issued with this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than the amount of shares of Common Stock as shall from time to time be sufficient to effect the conversion of the outstanding principal amount of this Note; and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect such conversion, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock that shall be issuable upon conversion of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will reserve and keep available out of its authorized and unissued shares of Common Stock for the purpose of issuances upon conversion of this Note and the issued with this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than the amount of shares of Common Stock as shall from time to time be sufficient to effect the conversion 300% of the outstanding principal amount of this NoteRequired Minimum; and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect such conversionthe conversion of this note or shall be less than the Required Minimum, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock that shall be issuable upon conversion of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will shall at all times reserve and keep available out of its authorized and but unissued shares of Common Stock Stock, solely for the purpose of issuances upon effecting the conversion of this Note and the issued with this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than the amount such number and class of its shares of Common Stock as shall from time to time be sufficient to effect the a conversion of the all outstanding principal amount of this Note; Notes, and if at any time the number and class of authorized but unissued shares of Common Stock shall not be insufficient sufficient to effect such conversionthe conversion of all then outstanding Notes, the Company shall take promptly seek such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number and class of shares as shall be sufficient for such purpose. The In the event of the consolidation or merger of the Company covenants with another corporation where the Company is not the surviving corporation, effective provision shall be made in the certificate or articles of incorporation, documents of merger or consolidation, or otherwise, of the surviving corporation so that such corporation will at all times reserve and keep available a sufficient number of shares of Common Stock that shall be issuable upon or other securities or property to provide for the conversion of the Notes in accordance with the provisions of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessableSection 6.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuances issuance upon conversion of this Note and upon conversion of the issued with Series A Preferred Stock issuable upon conversion of this Note and upon exercise of the Warrants issuable upon conversion of this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons persons other than the Holder (and the other holders of the Notes)Holders, not less than such number of shares of the amount Common Stock as shall (subject to any additional requirements of the Company as to reservation of such shares set forth in the Purchase Agreement) be issuable upon the conversion of this Note including shares of Common Stock as shall from time to time be sufficient to effect the issuable upon exercise of any Warrants issued or issuable upon conversion of the outstanding principal amount of this Note; and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect such conversion, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock that shall be so issuable upon conversion of this Note shall, upon issue, be duly and validly authorized, validly issuedissued and fully paid, fully paid and nonassessablenon-assessable and, if the Conversion Shares Registration Statement is then effective under the 1933 Act, registered for public sale in accordance with such Conversion Shares Registration Statement.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will reserve and keep available out of its authorized and unissued shares of Common Stock for the purpose of issuances upon conversion of this Note and the issued with this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than the amount of shares of Common Stock as shall from time to time be sufficient to effect the conversion of the outstanding principal amount of this Note, all outstanding interest and any success fee; and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect such conversion, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock that shall be issuable upon conversion of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

Reservation of Shares Issuable Upon Conversion. The Effective upon the contemplated reverse stock split, but in any event no later than January 15, 2017, the Company covenants that it will reserve and keep available out of its authorized and unissued shares of Common Stock for the purpose of issuances upon conversion of this Note and the issued with this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than the amount greater of 1,000,000 shares of Common Stock as shall from time to time be sufficient to effect the conversion or 300% of the outstanding principal amount of this NoteRequired Minimum; and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect such conversionthe conversion of this note or shall be less than the Required Minimum, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock that shall be issuable upon conversion of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will reserve and keep available out of its authorized and unissued shares of Common Stock for the purpose of issuances upon conversion of this Note and the issued with this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not be less than the amount of shares of Common Stock as shall from time to time be sufficient to effect the conversion 350% of the outstanding principal amount of this NoteRequired Minimum or 100,000,000 common shares or as agreed; and; and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect such conversionthe conversion of this note or shall be less than the Required Minimum, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock that shall be issuable upon conversion of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times cause Parent to reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuances issuance upon conversion of this Note and the issued with this Noteas herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes)Holder, not less than the amount such aggregate number of shares of the Common Stock as shall from time to time be sufficient to effect issuable upon the conversion of the then outstanding principal amount of this Note; and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect such conversion, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposeNote (including all previously capitalized PIK Interest thereon). The Company covenants that all shares of Common Stock that shall be so issuable upon conversion of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As to any fraction of a share which Holder would otherwise be entitled to acquire upon such conversion, the Company shall, at its election, cause Parent to either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will reserve and keep available out of its authorized and unissued shares of Common Stock for the purpose of issuances upon conversion of this Note and the issued with this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NotesNote), not less than the amount of shares of Common Stock as shall from time to time be sufficient to effect the conversion of the outstanding principal amount of this Note; and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect such conversion, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock that shall be issuable upon conversion of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will reserve and keep available out of its authorized and unissued shares of Common Stock for the purpose of issuances upon conversion of this Note and the issued with this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than the amount of shares of Common Stock as shall from time to time be sufficient to effect the conversion 500% of the outstanding principal amount Original Principal Amount (less any payments or conversions) divided by the Conversion Price (and for purposes herein, the Company and Holder agree that as of this Notethe Original Issue Date the Company shall reserve 9,000,000 shares) (the “Required Minimum”); and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect such conversionthe conversion of this note or shall be less than the Required Minimum, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock that shall be issuable upon conversion of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will reserve and keep available out of its authorized and unissued shares of Common Stock for the purpose of issuances upon conversion of this Note and the issued with this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than the amount of shares of Common Stock as shall from time to time be sufficient to effect the conversion 350% of the outstanding principal amount of this NoteRequired Minimum; and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect such conversionthe conversion of this note or shall be less than the Required Minimum, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock that shall be issuable upon conversion of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will reserve and keep available out of its authorized and unissued shares of Common Stock for the purpose of issuances upon conversion of this Note and the issued with this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than the amount 300% of shares of Common Stock as shall from time to time be sufficient to effect the conversion of the outstanding principal amount of this Notethe,Required Minimum; and if at any time the number of authorized but unissued shares of Common Stock shall be insufficient to effect such conversionthe conversion of this note or shall be less than the Required Minimum, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock that shall be issuable upon conversion of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable. Additionally, if at any time the reserve is greater than 300% of Required Minimum, the Holder shall provide the Transfer Agent with its approval to reduce the number of shares in reserve upon the Company request.

Reservation of Shares Issuable Upon Conversion. The Company covenants that it will reserve and keep available out of its authorized and unissued shares of Common Stock (or such other class of equity security comprising the Conversion Shares), for the purpose of issuances upon conversion of this Note and the issued with this Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than the amount that number of shares of Common Stock (or such other class of equity security comprising the Conversion Shares) as shall from time to time be sufficient to effect the conversion of the outstanding principal amount of Original Principal Amount and any accrued and unpaid PIK Interest on this Note; and if at any time the number of authorized but unissued shares of Common Stock (or such other class of equity security comprising the Conversion Shares) shall be insufficient to effect such conversion, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock (or such other class of equity security comprising the Conversion Shares) to such number of shares as shall be sufficient for such purpose. The Company covenants that all shares of Common Stock (or such other class of equity security comprising the Conversion Shares) that shall be issuable upon conversion of this Note shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.