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

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 for the sole purpose of issuance upon conversion of 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 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 5) upon the conversion of the then outstanding principal amount of this Note. 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, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with the rules and regulations of the SEC.

Appears in 8 contracts

Samples: Convertible Security Agreement (NewBridge Global Ventures, Inc.), Convertible Security Agreement (Intellinetics, Inc.), Convertible Security Agreement (Intellinetics, Inc.)

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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 sole purpose of issuance upon conversion of this NoteDebenture 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 NotesDebentures), 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 5) upon the conversion of the then outstanding principal amount of this NoteDebenture. The 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 and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale sale in accordance with the rules and regulations of the SECsuch Registration Statement.

Appears in 6 contracts

Samples: Convertible Security Agreement (Silverstar Holdings LTD), Convertible Security Agreement (Silverstar Holdings LTD), Convertible Security Agreement (Silverstar Holdings LTD)

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 for the sole purpose of issuance upon conversion of this NoteDebenture, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NotesDebentures), 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 5) upon the conversion of the then outstanding principal amount of this NoteDebenture. 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, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Registration Statement (subject to such Holder’s compliance with its obligations under the rules and regulations of the SECRegistration Rights Agreement).

Appears in 5 contracts

Samples: Convertible Security Agreement (Cesca Therapeutics Inc.), Convertible Security Agreement (Pressure Biosciences Inc), Convertible Security Agreement (Stevia First Corp.)

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 sole purpose of issuance upon conversion of this NoteDebenture, free from preemptive rights or any other actual contingent purchase rights of Persons persons other than the Holder (and the other holders of the NotesDebentures), 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 5) upon the conversion of the then outstanding principal amount of this NoteDebenture hereunder. The 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 and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale sale in accordance with the rules and regulations of the SECsuch Registration Statement.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Synthetic Blood International Inc), Convertible Security Agreement (Fellows Energy LTD), Convertible Security Agreement (Fellows Energy LTD)

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 sole purpose of issuance upon conversion of this Note, the Debentures 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 aggregate number of shares of the Common Stock as shall (subject to any additional requirements of the terms and conditions Company as to reservation of such shares set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Notethe Debentures. The 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 and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale sale in accordance with the rules and regulations of the SECsuch Registration Statement.

Appears in 3 contracts

Samples: Convertible Security Agreement (Hartville Group Inc), Securities Purchase Agreement (Hartville Group Inc), Securities Purchase Agreement (Hartville Group Inc)

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 Shares for the sole purpose of issuance upon conversion of this NoteDebenture, 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 NotesDebentures), not less than such aggregate number of shares of the Common Stock Shares 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 53) upon the conversion of the then outstanding principal amount of this NoteDebenture. The Company covenants that all shares of Common Stock Shares that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable non-assessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Registration Statement (subject to such Holder’s compliance with its obligations under the rules and regulations of the SECRegistration Rights Agreement).

Appears in 2 contracts

Samples: Convertible Security Agreement (Tanzanian Royalty Exploration Corp), Securities Purchase Agreement (Tanzanian Royalty Exploration Corp)

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 for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, 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 Notes)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 Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this NoteNote and payment of interest hereunder. 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, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale sale in accordance with the rules and regulations of the SECsuch Registration Statement.

Appears in 2 contracts

Samples: Convertible Security Agreement (International Stem Cell CORP), Convertible Security Agreement (International Stem Cell CORP)

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 sole purpose of issuance upon conversion of this NoteDebenture, free from preemptive rights or any other actual contingent purchase rights of Persons persons other than the Holder (and the other holders of the NotesDebentures), 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 5) upon the conversion of the then outstanding principal amount of this NoteDebenture. The 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 and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale sale in accordance with the rules and regulations of the SECsuch Registration Statement.

Appears in 2 contracts

Samples: Convertible Security Agreement (Id-Confirm, Inc.), Convertible Security Agreement (Navstar Media Holdings, Inc.)

Reservation of Shares Issuable Upon Conversion. The Company 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 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 125% of such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Exchange Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note. The Company 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 non-assessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Registration Statement (subject to such Holder’s compliance with its obligations under the rules and regulations of the SECRegistration Rights Agreement).

Appears in 2 contracts

Samples: Share Exchange Agreement (DPW Holdings, Inc.), Share Exchange Agreement (Avalanche International, Corp.)

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 sole purpose of issuance upon conversion of this Note, the Debentures 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 aggregate number of shares of the Common Stock as shall (subject to any additional requirements of the terms and conditions Company as to reservation of such shares set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Notethe Debentures. The 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 and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with the rules and regulations of the SECsuch Registration Statement.

Appears in 2 contracts

Samples: Securities Agreement (Power 3 Medical Products Inc), Convertible Security Agreement (Power 3 Medical Products Inc)

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 for the sole purpose of issuance upon conversion of this NoteDebenture, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NotesDebentures), 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 5) upon the conversion of the then outstanding principal amount of this NoteDebenture. 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, if the Registration Statement a registration statement is then effective under the Securities Act, shall be registered for public resale in accordance with the rules and regulations of the SECsuch registration statement.

Appears in 1 contract

Samples: Convertible Security Agreement (H & H Imports, Inc.)

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 for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, 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 Notes), 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 Note Exchange Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this NoteNote and payment of interest hereunder. 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, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Registration Statement (subject to such Holder’s compliance with its obligations under the rules and regulations of the SECRegistration Rights Agreement).

Appears in 1 contract

Samples: Convertible Security Agreement (PSQ Holdings, Inc.)

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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 for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, 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 Notes), 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 5) upon the conversion of the then outstanding principal amount of this NoteNote and payment of interest hereunder. 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, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale sale in accordance with the rules and regulations of the SECsuch Registration Statement.

Appears in 1 contract

Samples: Convertible Security Agreement (Elio Motors, Inc.)

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 for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, 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 Notes), 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 5) upon the conversion of the then outstanding principal amount of this NoteNote and payment of interest hereunder. 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, if the Registration Statement a registration statement is then effective under the Securities Act, shall be registered for public resale in accordance with the rules and regulations of the SECsuch registration statement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Inpellis, Inc.)

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 for the sole purpose of issuance upon conversion of this NoteDebenture and payment of interest on 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 Notes)Holder, not less than 200% of 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 5) upon the conversion of the then outstanding principal amount of this NoteDebenture and payment of interest hereunder. 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, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with the rules and regulations of the SECsuch Registration Statement.

Appears in 1 contract

Samples: Convertible Security Agreement (Dethrone Royalty Holdings, Inc.)

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 for the sole purpose of issuance upon conversion of this Notethe Loans 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 Notes)Lenders, 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 this Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Noteall Loans and payment of interest hereunder. 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, if the a Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with the rules and regulations of the SECtherein.

Appears in 1 contract

Samples: Senior Secured Term Loan Agreement (Nauticus Robotics, Inc.)

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 for the sole purpose of issuance upon conversion of this Note, Note free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders Holders of the Notes), 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 5) upon the conversion of the then outstanding principal amount of this Note. 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, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale sale in accordance with the rules and regulations of the SECsuch Registration Statement.

Appears in 1 contract

Samples: Senior Unsecured Convertible Note Purchase Agreement (Vitesse Semiconductor Corp)

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 for the sole purpose of issuance upon conversion of 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 125% of such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Exchange Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note. 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 non-assessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Registration Statement (subject to such Holder’s compliance with its obligations under the rules and regulations of the SECRegistration Rights Agreement).

Appears in 1 contract

Samples: Convertible Security Agreement (Authentidate Holding Corp)

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 for the sole purpose of issuance upon conversion of this NoteDebenture, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the NotesDebentures), 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 5) upon the conversion of the then outstanding principal amount of this NoteDebenture. 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, if the a Registration Statement is then effective under the Securities Act, shall be registered for public resale in accordance with such Registration Statement (subject to such Holder’s compliance with its obligations under the rules and regulations of the SECPurchase Agreement).

Appears in 1 contract

Samples: Convertible Security Agreement (Targeted Medical Pharma, Inc.)

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