Reservation of Shares; Transfer Taxes; Etc. The Corporation shall at all times reserve and keep available, out of its authorized and unissued shares of Preferred Stock, solely for the purpose of effecting the conversion of the Notes, such number of shares of its Preferred Stock free of preemptive rights as shall be sufficient to effect the conversion of all Notes from time to time outstanding. The Corporation shall use its best efforts from time to time, in accordance with the laws of the State of Delaware, to increase the authorized number of shares of Preferred Stock if at any time the number of shares of Preferred Stock not outstanding shall not be sufficient to permit the conversion of all the then-outstanding Notes. The Corporation shall pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Preferred Stock on conversion of the Notes. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Preferred Stock (or other securities or assets) in a name other than that in which the Notes so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.
Appears in 4 contracts
Samples: Senior Secured Convertible Bridge Note (Genta Incorporated /De/), Senior Secured Convertible Bridge Note (Genta Incorporated /De/), Senior Secured Convertible Bridge Note (Genta Incorporated /De/)
Reservation of Shares; Transfer Taxes; Etc. The Corporation Company shall at all times reserve and keep available, out of its authorized and unissued shares of Preferred Common Stock, solely for the purpose of effecting the conversion of the Notes, such number of shares of its Preferred Common Stock free of preemptive rights as shall be sufficient to effect the conversion of all Notes from time to time outstanding. The Corporation Company shall use its best efforts from time to time, in accordance with the laws of the State of Delaware, to increase the authorized number of shares of Preferred Common Stock if at any time the number of shares of Preferred Common Stock not outstanding shall not be sufficient to permit the conversion of all the then-outstanding Notes. The Corporation Company shall pay any and all issue or other taxes (other than income taxes) that may be payable in respect of any issue or delivery of shares of Preferred Common Stock on conversion of the Notes. The Corporation Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Preferred Common Stock (or other securities or assets) in a name other than that in which the Notes so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation Company the amount of such tax or has established, to the satisfaction of the CorporationCompany, that such tax has been paid.
Appears in 3 contracts
Samples: Subscription Agreement (Nephros Inc), Note Agreement (Hybridon Inc), Subscription Agreement (Hybridon Inc)
Reservation of Shares; Transfer Taxes; Etc. The Corporation Company shall at all times reserve and keep available, out of its authorized and unissued shares of Preferred Common Stock, solely for the purpose of effecting the conversion of the Notes, such number of shares of its Preferred Common Stock free of preemptive rights as shall be sufficient to effect the conversion of all Notes from time to time outstanding. The Corporation Company shall use its reasonable best efforts from time to time, in accordance with the laws of the State of Delaware, to increase the authorized number of shares of Preferred Common Stock if at any time the number of shares of Preferred Common Stock not outstanding shall not be sufficient to permit the conversion of all the then-outstanding Notes. The Corporation Company shall pay any and all issue or other taxes (other than income taxes) that may be payable in respect of any issue or delivery of shares of Preferred Common Stock on conversion of the Notes. The Corporation Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Preferred Common Stock (or other securities or assets) in a name other than that in which the Notes so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation Company the amount of such tax or has established, to the satisfaction of the CorporationCompany, that such tax has been paid.
Appears in 2 contracts
Samples: Subscription Agreement (Nephros Inc), Subscription Agreement (Nephros Inc)
Reservation of Shares; Transfer Taxes; Etc. The Corporation Company shall at all times reserve and keep available, out of its authorized and unissued shares of Preferred Common Stock, solely for the purpose of effecting the conversion of the Notes, including, without limitation upon any Default Conversion, such number of shares of its Preferred Common Stock free of preemptive rights as shall be sufficient to effect the conversion of all Notes from time to time outstanding. The Corporation Company shall use its best efforts from time to time, in accordance with the laws of the State of Delaware, to increase the authorized number of shares of Preferred Common Stock if at any time the number of shares of Preferred Common Stock not outstanding shall not be sufficient to permit the conversion of all the then-outstanding Notes. The Corporation Company shall pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Preferred Common Stock on conversion of the Notes. The Corporation Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Preferred Common Stock (or other securities or assets) in a name other than that in which the Notes so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation Company the amount of such tax or has established, to the satisfaction of the CorporationCompany, that such tax has been paid. The Company covenants that all shares of Common Stock issuable upon exercise of the Optional and Default Conversion Rights shall be validly issued, fully paid and nonassessable.
Appears in 2 contracts
Samples: Senior Convertible Note (Procept Inc), Senior Convertible Note (Procept Inc)
Reservation of Shares; Transfer Taxes; Etc. The Corporation Company shall at all times reserve and keep available, out of its authorized and unissued shares of Preferred Common Stock, solely for the purpose of effecting the conversion of the Notes, such number of shares of its Preferred Common Stock free of preemptive rights as shall be sufficient to effect the conversion of all Notes from time to time outstandingof the 2007 Notes. The Corporation Company covenants that such shares of Common Stock so issuable and deliverable shall, upon issuance in accordance with the terms hereof, be duly authorized and validly issued and fully paid and nonassessable. The Company shall use its reasonable best efforts from time to time, in accordance with the laws of the State of Delaware, to increase the authorized number of shares of Preferred Common Stock if at any time the authorized number of shares of Preferred Common Stock not outstanding shall not be sufficient to permit the conversion of all the then-outstanding 2007 Notes. The Corporation Company shall pay any and all issue or other taxes (other than income taxes) that may be payable in respect of any issue or delivery of shares of Preferred Common Stock on conversion of the Notes. The Corporation Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Preferred Common Stock (or other securities or assets) in a name other than that in which the Notes so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation Company the amount of such tax or has established, to the satisfaction of the CorporationCompany, that such tax has been paid.
Appears in 1 contract
Samples: Note (Nephros Inc)