Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as 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 Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 9 contracts
Samples: Asset Purchase Agreement (Cerecor Inc.), Voting Agreement (Cerecor Inc.), Voting Agreement (Aytu Bioscience, Inc)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series B Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series B Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series B Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 4 contracts
Samples: Letter Agreement (Pieris Pharmaceuticals, Inc.), Securities Exchange Agreement (Oncothyreon Inc.), Loan and Security Agreement (Cytokinetics Inc)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series A Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Aimmune Therapeutics, Inc.), Underwriting Agreement (Molecular Templates, Inc.), Securities Exchange Agreement (Vericel Corp)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series D Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series D Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series D Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Letter Agreement (Pieris Pharmaceuticals, Inc.), Subscription Agreement (Cascadian Therapeutics, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be are issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Preferred Stock. The Corporation 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.
Appears in 2 contracts
Samples: Merger Agreement and Plan of Reorganization (Tiger Media, Inc.), Securities Purchase Agreement (Bridgeline Digital, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Series A Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Series A Preferred StockStock and payment of dividends hereunder. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MDNA Life Sciences, Inc.), Securities Purchase Agreement (MDNA Life Sciences, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series X Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series X Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series X Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Alpine Immune Sciences, Inc.), Letter Agreement (Cidara Therapeutics, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as 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 Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) 8) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Blue Water Biotech, Inc.), Asset Purchase Agreement (Veru Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as 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 Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Contribution Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (First Capital Real Estate Trust Inc), Assignment and Assumption Agreement (Photomedex Inc)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series C Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series C Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Series C Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Convertible Preferred Stock (ReShape Lifesciences Inc.), Convertible Preferred Stock (ReShape Lifesciences Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series E Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series E Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series E Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Letter Agreement (Pieris Pharmaceuticals, Inc.), Underwriting Agreement (Cascadian Therapeutics, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock this Debenture, each as 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 Preferred Stock)Holder, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth herein and in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares principal amount of Preferred Stockthis Debenture. The Corporation Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 2 contracts
Reservation of Shares Issuable Upon Conversion. The Corporation Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as herein providedthis Note, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Preferred Stock)Holder, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Exchange Agreement) be issuable (taking into account the adjustments and restrictions of Section 75) upon the conversion of the then outstanding shares principal amount of Preferred Stockthis Note. The Corporation 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.
Appears in 2 contracts
Samples: Exchange Agreement (Blue Calypso, Inc.), Blue Calypso, Inc.
Reservation of Shares Issuable Upon Conversion. The Corporation 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 sole purpose of issuance upon conversion of the Preferred Stock this Debenture, 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 Preferred StockDebentures), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 75) upon the conversion of the then outstanding shares principal amount of Preferred Stockthis Debenture. The Corporation Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, validly issuedissued and fully paid, fully paid nonassessable and nonassessableregistered for public sale.
Appears in 2 contracts
Samples: Advanced Cell Technology, Inc., Advanced Cell Technology, Inc.
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock as 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 Preferred Stock)Holders, not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Employment Agreement (1847 Goedeker Inc.), Employment Agreement (1847 Goedeker Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times it will reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the outstanding shares of Series F Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series F Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series F Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Odyssey Health, Inc.), Asset Purchase Agreement (Oragenics Inc)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and payment of dividends on the Preferred Stock, each as 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 Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred StockStock and payment of dividends hereunder. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Amergent Hospitality Group, Inc, Shareholder Rights Agreement (NeuroMetrix, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series Y Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series Y Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series Y Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 2 contracts
Samples: Investment Agreement (Biotechnology Value Fund L P), Investment Agreement (XOMA Corp)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series A Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Letter Agreement (Cullinan Oncology, Inc.), Letter Agreement (Verastem, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and payment of dividends on the Preferred Stock, each as 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 Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens and other encumbrances.
Appears in 1 contract
Samples: Stock Purchase Agreement (Charge Enterprises, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock Shares solely for the sole purpose of issuance upon conversion of the Preferred Stock as herein providedSeries A Preference Shares, free from preemptive rights or any other actual contingent purchase rights of Persons persons other than the Holder (and the other holders of the Preferred Stock)Holders, not less than such aggregate number of shares of the Common Stock Shares as shall be issuable (taking into account the adjustments and restrictions of Section 7herein) upon the conversion of the then all outstanding shares of Preferred StockSeries A Preference Shares. The Corporation covenants that all shares of Common Stock Shares that shall be so issuable shall, upon issue, be duly and validly authorized, validly issued, issued and fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Escrow Agreement
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock Stock, as 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 Preferred Stock)Holder, not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series A Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred StockTotal Series A Shares. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Contribution Agreement (HedgePath Pharmaceuticals, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Class A-[•] Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Class A-[•] Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Class A-[•] Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid paid, non-assessable and nonassessablefree and clear of all liens and other encumbrances.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Alder Biopharmaceuticals Inc)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series C Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series C Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series C Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series C Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series C Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series C Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid paid, non-assessable and nonassessablefree and clear of all liens and other encumbrances.
Appears in 1 contract
Samples: Securities Purchase Agreement (T2 Biosystems, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series B Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series B Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series B Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Securities Purchase Agreement (ANGSTRON HOLDINGS Corp)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series E Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series E Preferred Stock), not less than 300% of such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series E Preferred StockStock (excluding the Beneficial Ownership Limitation) (the “Reserved Amount”). The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issueissue in accordance with the terms herein, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Exchange Agreement (Clean Energy Technologies, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the sole purpose of issuance upon conversion of the Preferred Stock and payment of dividends on the Preferred Stock, 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 Holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Class X Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Class X Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Class X Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Reservation of Shares Issuable Upon Conversion. The Corporation Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series A Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be are issuable (taking into account the adjustments and restrictions of Section 7) 8) upon the conversion of the then all outstanding shares of Series A Preferred Stock. The Corporation Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Securities Purchase Agreement (Air Industries Group)
Reservation of Shares Issuable Upon Conversion. The Corporation Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock 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 Preferred Stock)Holder, not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the account, if applicable, adjustments and restrictions of Section 7to reflect subsequent stock dividends, stock splits, combinations or recapitalizations) upon the conversion of the then outstanding shares of Preferred StockPrincipal Amount. The Corporation 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.
Appears in 1 contract
Samples: NovaBay Pharmaceuticals, Inc.
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series C Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series C Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series C Preferred StockStock (without regard to any limitation on conversion). The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Registration Rights Agreement (Bain Capital Life Sciences Fund, L.P.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times take all lawful action to reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable upon conversion of the Preferred Stock shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series C-1 Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series C-1 Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series C-1 Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series C Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series C Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series C Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as 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 Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Exchange Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Amendment and Exchange Agreement (Cellectar Biosciences, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock Stock, as 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 Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as 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 Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Industrial Tech Acquisitions II, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series A Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid paid, and nonassessable.
Appears in 1 contract
Samples: Letter Agreement (ImmunoGen, Inc.)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Class A Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Class A Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Class A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid paid, non-assessable and nonassessablefree and clear of all liens and other encumbrances.
Appears in 1 contract
Samples: Securities Purchase Agreement (Fate Therapeutics Inc)
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Acquisition Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Staffing 360 Solutions, Inc.)
Reservation of Shares Issuable Upon Conversion. The Until no shares of Preferred Stock remain outstanding, the Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as 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 Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.
Appears in 1 contract
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will will, at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series B Preferred Stock as herein providedStock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Series B Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then all outstanding shares of Series B Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid paid, non-assessable and nonassessablefree and clear of all liens and other encumbrances.
Appears in 1 contract
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and payment of dividends on the Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred StockStock and payment of dividends hereunder. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessablenon-assessable.
Appears in 1 contract
Samples: Securities Purchase Agreement (Madrigal Pharmaceuticals, Inc.)