Reserve for Conversion Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock and otherwise complying with the terms of this Agreement and the Purchase Agreements such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase Agreements. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred Stock.
Appears in 1 contract
Samples: Stockholders' Agreement (Digitalconvergence Com Inc)
Reserve for Conversion Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the all authorized shares of Preferred Stock and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the all such authorized shares of Preferred Stock from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the all such authorized shares of Preferred Stock, Stock or otherwise to comply with the terms of this Agreement, without limitation of any remedies available to the Purchasers, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred Stock.
Appears in 1 contract
Samples: Series E 1 Convertible Preferred Stock Purchase Agreement (NeuroMetrix, Inc.)
Reserve for Conversion Shares. The Company shall, for so long as the Company shall have outstanding obligations under the Note, at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of any Outstanding Principal under the Preferred Stock Note and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of any Outstanding Principal under the Preferred Stock Note from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of any Outstanding Principal under the Preferred Stock, Note or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable federal and state securities laws in connection with the issuance of shares of Common Stock upon conversion of any Outstanding Principal under the Preferred StockNote.
Appears in 1 contract
Reserve for Conversion Shares. The Company shall at all ----------------------------- times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock Shares and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock Shares from time to time outstanding or otherwise to comply with the terms of this Agreement and (the Purchase Agreements"Conversion Shares"). If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Shares or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockShares.
Appears in 1 contract
Samples: Series G Convertible Preferred Stock Purchase Agreement (Adolor Corp)
Reserve for Conversion Shares. The Company BCC shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock Purchased Shares and any Option Shares otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock Purchased Shares and any Option Shares from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Purchased Shares and any Option Shares or otherwise to comply with the terms of this Agreement, the Company BCC will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company BCC will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockPurchased Shares and any Option Shares.
Appears in 1 contract
Samples: Series B Stock Purchase Agreement (Balanced Care Corp)
Reserve for Conversion Shares. The Company shall at all ----------------------------- times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock Shares and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock Shares from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Shares or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable federal and state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockShares.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Bailey Co L P)
Reserve for Conversion Shares. The Company shall at all ----------------------------- times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock Series B Shares and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock Series B Shares from time to time outstanding outstanding, or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Series B Shares or otherwise to comply with the terms of this Agreement, the Company will forthwith immediately take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorizationall authorizations, consentconsents, approval approvals or other action actions by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockSeries B Shares, which conversion may be made by Purchaser at any time.
Appears in 1 contract
Reserve for Conversion Shares. The Company shall at all times ----------------------------- reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock Purchased Shares and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock Purchased Shares from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Purchased Shares or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockPurchased Shares.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Occupational Health & Rehabilitation Inc)
Reserve for Conversion Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock Shares and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Shares and the shares of Series D-1 Preferred Stock from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Shares or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockShares.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Argonaut Technologies Inc)
Reserve for Conversion Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock Shares and Warrant Shares and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock Shares and Warrant Shares from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Shares and Warrant Shares or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body governmental authority that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockShares and Warrant Shares.
Appears in 1 contract
Samples: Series a 12% Cumulative Convertible Preferred Stock Purchase Agreement (DigitalFX International Inc)
Reserve for Conversion Shares. The Company shall at all ----------------------------- times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Series A Preferred Stock Shares and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Series A Preferred Stock Shares from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Series A Preferred Stock, Shares or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockConversion Shares.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Esylvan Inc)
Reserve for Conversion Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock Shares and any Dividend Shares and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock Shares and any Dividend Shares from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Shares and any Dividend Shares or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or governmental or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockShares and any Dividend Shares.
Appears in 1 contract
Reserve for Conversion Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Company Common Stock, for the purpose of effecting the conversion of the Purchaser Preferred Stock Shares and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Company Common Stock as shall be sufficient to effect the conversion of the Purchaser Preferred Stock Shares from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Company Common Stock shall not be sufficient to effect the conversion of the Purchaser Preferred Stock, Shares or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary and within its control and use its best efforts to cause the shareholders of the Company to take such corporate action as may be necessary to increase its authorized but unissued shares of Company Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Company Common Stock upon conversion of the Purchaser Preferred StockShares.
Appears in 1 contract
Samples: Purchase and Option Agreement (Bentley Systems Inc)
Reserve for Conversion Shares. The Company shall at take any and all times action necessary to reserve for issuance and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock Conversion Shares and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock Purchased Shares from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Purchased Shares or otherwise to comply with the terms of this Agreement, the Company will forthwith take any and all such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockPurchased Shares.
Appears in 1 contract
Reserve for Conversion Shares. The Company shall at all times ----------------------------- reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock Shares and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock Shares from time to time outstanding or otherwise to comply with the terms of this Agreement and (the Purchase Agreements"Conversion Shares"). If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Shares or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockShares.
Appears in 1 contract
Samples: Series H Convertible Preferred Stock Purchase Agreement (Adolor Corp)
Reserve for Conversion Shares. The Company shall at all ----------------------------- times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Shares and Preferred Stock and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Shares and Preferred Stock from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Shares and Preferred Stock or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockShares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Geocities)
Reserve for Conversion Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Series A Convertible Preferred Stock and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Series A Convertible Preferred Stock from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Series A Convertible Preferred Stock, Stock or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Series A Convertible Preferred Stock.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Broadbandnow Inc)
Reserve for Conversion Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Preferred Stock Convertible Debentures and otherwise complying with the terms of this Agreement and the Purchase Agreements Agreement, such number of its duly authorized shares of Common Stock as shall be sufficient to effect the conversion of the Preferred Stock Convertible Debentures from time to time outstanding or otherwise to comply with the terms of this Agreement and the Purchase AgreementsAgreement. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Preferred Stock, Convertible Debentures or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of shares of Common Stock upon conversion of the Preferred StockConversion Shares.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Kennedy Wilson Inc)