Reservation of Stock Issuable Upon Exchange Sample Clauses

Reservation of Stock Issuable Upon Exchange. Parent shall at all times reserve and keep available out of its authorized but unissued shares of Series A Preferred Stock and Series D Preferred Stock, solely for the purpose of effecting the exchange of the shares of the Retained Common Stock, such number of its shares of Series A Preferred Stock and Series D Preferred Stock as shall from time to time be sufficient to effect the exchange of all outstanding shares of the Retained Common Stock; and if at any time the number of authorized but unissued shares of Series A Preferred Stock or Series D Preferred Stock shall not be sufficient to effect the exchange of all then outstanding shares of the Retained Common Stock, Parent will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A Preferred Stock and/or Series D Preferred Stock to such number of shares as shall be sufficient for such purpose.
Sample 1
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Reservation of Stock Issuable Upon Exchange. Epitope shall at all times reserve and keep available out of its authorized but unissued shares of Epitope Common Stock, such number of its shares of Epitope Common Stock as shall from time to time be sufficient to effect the provisions of this Section 9; and if at any time the number of authorized but unissued shares of Epitope Common Stock shall not be sufficient to do so, in addition to such other remedies as shall be available to Participant, Epitope shall use its best efforts to take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Epitope Common Stock to such number of shares as shall be sufficient for such purposes.
Sample 1
Reservation of Stock Issuable Upon Exchange. THCR shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the exchange of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the exchange of all outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exchange of all then outstanding shares of the Series A Preferred Stock, in addition to such other remedies as shall be available to Xxxxx, THCR 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 purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to its Certificate of THCR.
Sample 1
Reservation of Stock Issuable Upon Exchange. ACTV shall at all times reserve and keep available out of its authorized but unissued Common Shares, solely for the purpose of effecting the exchange of the Preferred Shares, such number of its Common Shares as shall from time to time be sufficient to effect the exchange of all outstanding Preferred Shares, and if at any time the number of authorized but unissued Common Shares shall not be sufficient to effect the exchange of all the then outstanding Preferred Shares, ACTV will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Common Shares to such number of shares as shall be sufficient for such purpose, including without limitation engaging in best efforts to obtain the requisite shareholder approval. Without in any way limiting the foregoing, ACTV agrees to reserve and at all times keep available not less than 15,000,000 authorized but unissued Common Shares for such exchange so long as any Preferred Shares remain outstanding, and such figure shall be appropriately and equitably adjusted for any stock split, reverse split, stock dividend or reclassification of the Common Stock. So long as any Preferred Shares remain outstanding, in the event that at any time the Post Option (as defined in Section 14.l below) is exercised by Post (as defined in Section 14.l below) or the Closing Price of the Common Stock as reported in the Wall Street Journal for any ten (10) trading days after the Closing Date (whether or not consecutive) is below $2.50 per share (subject to appropriate and equitable adjustment for stock dividends, stock splits, reverse splits, and combinations) ("Reserve Increase Event"), then within sixty (60) days following such Reserve Increase Event, ACTV shall call and hold a shareholders meeting for the purpose of, and solicit proxies to vote in favor of, increasing the number of authorized shares of Common Stock by at least 20,000,000 shares, and at least 20,000,000 of such newly authorized but unissued shares shall be reserved and kept available at all times for the purpose of effecting the exchange of the Preferred Shares hereunder (in addition to any shares already reserved); such 20,000,000 figure shall be appropriately and equitably adjusted for any stock splits, reverse splits, stock dividends, combinations or reclassifications of the Common Stock. Such covenant requiring ACTV to hold a shareholders meeting may be waived by a majority-in-interest of the holders of outstan...
Sample 1

Related to Reservation of Stock Issuable Upon Exchange

  • Reservation of Stock Issuable Upon Conversion The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the indebtedness represented by this Note, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all indebtedness represented by this Note, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all indebtedness represented by this Note, the Corporation will take such 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.

  • 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 Debenture 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 Debentures), 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 outstanding principal amount of this Debenture 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 sale in accordance with such Registration Statement.

  • Reservation of Stock Issuable on Exercise of Warrant The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.

  • Reservation of Stock, Etc., Issuable on Exercise of Warrant The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of this Warrant.

  • Reservation of Stock The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.

  • RESERVATION OF STOCK, ETC ISSUABLE ON EXERCISE OF WARRANT; FINANCIAL STATEMENTS. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof to receive copies of all financial and other information distributed or required to be distributed to the holders of the Company's Common Stock.

  • Conversion of Stock At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

  • Number of Shares Issuable upon Exercise From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

  • Conditions Upon Issuance of Shares Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable Law, with such compliance determined by the Company in consultation with its legal counsel.

  • Conditions to Issuance of Stock Certificates The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed; (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; (d) The receipt by the Company of full payment for such shares of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4; and (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

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