Common use of Reserve for Conversion Shares Clause in Contracts

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, 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. 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 federal or state securities laws in connection with the issuance or delivery of shares of Common Stock upon conversion of the Preferred Stock; provided, however, that except as set forth in Section 8.6 nothing herein shall be deemed to require the Company to register the Common Stock in any jurisdiction. The Company will not, by amendment to its Articles or through any reorganization, reclassification, consolidation, merger, sale of assets, dissolution, issue or sale of securities or other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Preferred Stock or the Conversion Shares, if any, and will at all times carry out all such terms and take all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Preferred Stock.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Hyseq Inc), Stock Purchase Agreement (Perkin Elmer Corp)

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Reserve for Conversion Shares. The Company shall at all ----------------------------- times reserve and keep available out of its authorized but unissued shares of Common Stock and Preferred Stock, for the purpose of effecting the conversion of the Preferred Stock and otherwise complying with the terms of this AgreementShares, such number of its duly authorized shares of Common Stock and Preferred 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 Agreementoutstanding. If at any time the number of authorized but unissued shares of Common Stock or Preferred 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 or Preferred Stock, as the case may be, 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 or state securities laws in connection with the issuance or delivery of shares of Common Stock upon conversion of the Preferred Stock; provided, however, that except as set forth in Section 8.6 nothing herein shall be deemed to require the Company to register the Common Stock in any jurisdictionShares. The Company will not, by amendment to its Articles or through any reorganization, reclassification, consolidation, merger, sale of assets, dissolution, issue or sale of securities or other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Preferred Stock or the Conversion Shares, if any, and will shall at all times carry reserve and keep available out all of its authorized but unissued shares of Common Stock, for the purpose of effecting the issuance of shares of Common Stock upon exercise of the Lender Warrants, such terms and number of its duly authorized shares of Common Stock as shall be sufficient to effect the issuance of such Common Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect such issuance, the Company will forthwith take all such corporate action as may be necessary or appropriate in order to protect the conversion rights increase its authorized but unissued shares of the holders Common Stock to such number of the Preferred Stockshares as shall be sufficient for such purposes.

Appears in 2 contracts

Samples: Investor Rights Agreement (Achillion Pharmaceuticals Inc), Investor Rights Agreement (Achillion Pharmaceuticals 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, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock and otherwise complying with the terms of this Agreement, such number of its duly authorized shares of Common Stock Stock, as shall be sufficient to effect the conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock from time to time outstanding or otherwise to comply with the terms of this Agreement. 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 federal or state securities laws in connection with the issuance or delivery of shares of Common Stock upon conversion of the Series A Preferred Stock; provided, howeverSeries B Preferred Stock, that except as set forth in Section 8.6 nothing herein shall be deemed to require the Company to register the Common Stock in any jurisdiction. The Company will not, by amendment to its Articles or through any reorganization, reclassification, consolidation, merger, sale of assets, dissolution, issue or sale of securities or other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Series C Preferred Stock or the Conversion Shares, if any, and will at all times carry out all such terms and take all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series D Preferred Stock.

Appears in 1 contract

Samples: Stockholders' Agreement (Divx 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, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock and otherwise complying with the terms of this 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, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock from time to time outstanding or otherwise to comply with the terms of this Agreement. 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 the 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 that may be required under applicable federal or state securities laws in connection with the issuance or delivery of shares of Common Stock upon conversion of the Series A Preferred Stock; provided, howeverthe Series B Preferred Stock, that except as set forth in Section 8.6 nothing herein shall be deemed to require the Company to register the Common Stock in any jurisdiction. The Company will not, by amendment to its Articles or through any reorganization, reclassification, consolidation, merger, sale of assets, dissolution, issue or sale of securities or other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Series C Preferred Stock or and the Conversion Shares, if any, and will at all times carry out all such terms and take all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series D Preferred Stock.

Appears in 1 contract

Samples: Rights Agreement (Eoexchange Inc/Ca)

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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 H, Series I and Series J Preferred (including all of the Series H Preferred issuable upon exchange of the Exchangeable Shares) and the Exchangeable Shares exchangeable only for Common Stock and otherwise complying with the terms of this Agreementfrom time to time outstanding, 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 Agreementsuch 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 or otherwise to comply with the terms of this Agreementsuch shares, 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; provided, however, that nothing in this Section 11(b) shall supersede Sections 10(c)(vi) above, and the Company shall not issue any shares of Common Stock if, after giving effect thereto, there would not be a sufficient amount of authorized but unissued Common Stock necessary to affect the conversion of the Series H, Series I and Series J Preferred (including all of the Series H Preferred issuable upon exchange of the Exchangeable Shares) and the Exchangeable Shares exchangeable only for Common Stock as of such time of issuance. The Company will use all reasonable best efforts to 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 or state securities laws in connection with the issuance or delivery of shares of Common Stock upon conversion of the Series H, Series I and Series J Preferred Stock; provided, however, that except as set forth in Section 8.6 nothing herein shall be deemed to require the Company to register the Common Stock in any jurisdiction. The Company will not, by amendment to its Articles or through any reorganization, reclassification, consolidation, merger, sale of assets, dissolution, issue or sale of securities or other voluntary action, avoid or seek to avoid the observance or performance of any (including all of the terms Series H Preferred issuable upon exchange of the Preferred Stock or Exchangeable Shares) and the Conversion Shares, if any, and will at all times carry out all such terms and take all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Preferred Exchangeable Shares exchangeable only for Common Stock.

Appears in 1 contract

Samples: Shareholders Agreement (Servicesoft Technologies Inc)

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