Common use of Reserved Shares and Listings Clause in Contracts

Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Warrants and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures in effect from time to time and the exercise price of the Warrants, respectively) (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible Debentures), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures and exercise of the Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Convertible Debentures and the Warrants contemplated in Section 3.4(c) hereof.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Dial Thru International Corp), Securities Purchase Agreement (Dial Thru International Corp), Securities Purchase Agreement (Directplacement Inc)

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Reserved Shares and Listings. ARTICLE 1.18 (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Warrants and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures in effect from time to time and the exercise price of the Warrants, respectively) (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible Debentures), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures and exercise of the Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Convertible Debentures and the Warrants contemplated in Section Sections 3.4(c) and 10.3 hereof, respectively.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Eagle Wireless International Inc), Securities Purchase Agreement (Eagle Wireless International Inc)

Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Warrants and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures in effect from time to time and the exercise price of the Warrants, respectively) (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible Debentures), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures and exercise of the Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Convertible Debentures and the Warrants contemplated in Section Sections 3.4(c) and 10.3 hereof, respectively.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Emissions Testing Inc), Securities Purchase Agreement (Boston Biomedica Inc)

Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Warrants and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures in effect from time to time and the exercise price of the Warrants, respectively) (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible Debentures), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures and exercise of the Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Convertible Debentures and the Warrants contemplated in Section Sections 3.4(c) and 10.3 hereof, respectively. In addition to the foregoing, the Company shall undertake to authorize an additional 50,000,000 shares of its Common Stock at its Annual Meeting of Shareholders not later than July 15, 2001, in the event the number of shares included in the Company's Registration Statement No. 333-55484 is not sufficient to cover the resale of all of the Conversion Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (American International Petroleum Corp /Nv/)

Reserved Shares and Listings. (a) 7.10.1. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Warrants and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures in effect from time to time and the exercise price of the Warrants, respectively) (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible Debentures), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures and exercise of the Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Convertible Debentures and the Warrants contemplated in Section Sections 3.4(c) and 10.3 hereof, respectively.

Appears in 1 contract

Samples: Securities Purchase Agreement (Creative Host Services Inc)

Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Takedown Warrants and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures in effect from time to time and the exercise price of the Takedown Warrants, respectively) and the Company shall reserve for issuance the number of shares to be registered on the Registration Statement relating to the Conversion Shares issuable upon conversion of the Commitment Amount and the Renewed Commitment Amount (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible Debentures), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures and exercise of the Takedown Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase redemption of the Convertible Debentures and the Takedown Warrants contemplated in Section 3.4(c) hereofaccordance with each such security's terms.

Appears in 1 contract

Samples: Securities Purchase Agreement (International Fuel Technology Inc)

Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures Series A Preferred Shares and exercise of the Commitment Warrant and the LKB Warrants and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures Series A Preferred Shares in effect from time to time and the exercise price of the Commitment Warrant and the LKB Warrants, respectively) and the Company shall reserve for issuance the number of shares to be registered on the Registration Statement relating to the Conversion Shares issuable upon conversion of the Commitment Amount and the Renewed Commitment Amount (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible Debentures), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures Series A Preferred Shares and exercise of the Commitment Warrant and the LKB Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase redemption of the Convertible Debentures Series A Preferred Shares and the Commitment Warrant and the LKB Warrants contemplated in Section 3.4(c) hereofaccordance with each such security's terms.

Appears in 1 contract

Samples: Securities Purchase Agreement (American International Petroleum Corp /Nv/)

Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the exercise in full conversion of the outstanding Convertible Debentures and exercise of the Warrants and the issuance of the Conversion Warrant Shares (based on the conversion price of the Convertible Debentures in effect from time to time and the exercise price of the Warrants, respectively) (collectively, the "β€œReserved Amount"”). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible Debentures), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Warrant Shares issued or issuable upon conversion of the Convertible Debentures and exercise of the Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Convertible Debentures and the Warrants contemplated in Section Sections 3.4(c) and 10.3 hereof.. (b) The Company will obtain and maintain the listing and trading of its Common Stock on the Nasdaq Stock Market, the Nasdaq SmallCap Market, the New York Stock Exchange, Inc., the American Stock Exchange Inc., or the Nasdaq Bulletin Board and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the National Association of Securities Dealers, Inc. (the "NASD") and such exchanges, as applicable. ARTICLE 7.11

Appears in 1 contract

Samples: Securities Purchase Agreement (American International Petroleum Corp /Nv/)

Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Warrants outstanding Securities and issuance of the shares of Common Stock underlying the Preferred Stock (the "Conversion Shares Shares") and Warrants (the "Warrant Shares") (based on the conversion price of the Convertible Debentures Preferred Stock in effect from time to time time) and the exercise in full of the Warrants and the issuance of the Warrant Shares (based on the exercise price of the Warrants, respectively) (collectively, the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchasereach Subscriber. With respect to all Securities which contain an indeterminate number of or shares of Common Stock issuable in connection therewith (such as the Convertible DebenturesPreferred Stock), the Company shall include in the Reserve Reserved Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures Preferred Stock and exercise of the Warrants, the Company will promptly take all corporate action reasonably necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares shares, or (y) in lieu thereofof (x) above, consummating the immediate repurchase redemption of the Convertible Debentures and Preferred Stock (pursuant to the Warrants contemplated in Section 3.4(cprovisions of the Certificate of Secretary) hereofas permitted under the laws of the State of Utah.

Appears in 1 contract

Samples: Sgi International

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Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Warrants Notes and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures Notes in effect from time to time and the exercise price of the Warrants, respectivelytime) (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible DebenturesNotes), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures and exercise of the WarrantsNotes, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Convertible Debentures and the Warrants Notes contemplated in Section 4.3 of each Convertible Note and Sections 3.4(c) and 10.3 hereof, respectively.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lahaina Acquisitions Inc)

Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Warrants Notes and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures Notes in effect from time to time time) and the exercise in full of the Warrants and the issuance of the Warrant Shares (based on the exercise price of the Warrants, respectively) (collectively, the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of each Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible DebenturesNotes), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures Notes and exercise of the Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Convertible Debentures Notes and the Warrants contemplated in Section 4.3 of each Convertible Note and Sections 3.4(c) and 10.3 hereof, respectively.

Appears in 1 contract

Samples: Securities Purchase Agreement (American International Petroleum Corp /Nv/)

Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Warrants and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures in effect from time to time and the exercise price of the Warrants, respectively) (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which which-contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible Debentures), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures and exercise of the Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Convertible Debentures and the Warrants contemplated in Section Sections 3.4(c) and 10.3 hereof, respectively.

Appears in 1 contract

Samples: Securities Purchase Agreement (Boston Biomedica Inc)

Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Warrants and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures in effect from time to time and the exercise price of the Warrants, respectively) (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible Debentures), the Company shall include in the Reserve Amount, no less than two (2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures and exercise of the WarrantsDebentures, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Convertible Debentures and the Warrants contemplated in Section Sections 3.4(c) and 10.3 hereof, respectively. In addition to the foregoing, the Company shall undertake to authorize an additional 50,000,000 shares of its Common Stock at its Annual Meeting of Shareholders not later than July 15, 2001, and to reserve the Reserved Amount for issuance of the Conversion Shares to Purchaser in accordance with the provisions of this Agreement.

Appears in 1 contract

Samples: Exchange Agreement (American International Petroleum Corp /Nv/)

Reserved Shares and Listings. (a) The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding Convertible Debentures and exercise of the Warrants and issuance of the Conversion Shares (based on the conversion price of the Convertible Debentures in effect from time to time and the exercise price of the Warrants, respectively) (the "Reserved Amount"). The Company shall not reduce the Reserved Amount without the prior written consent of Purchaser. With respect to all Securities which contain an indeterminate number of shares of Common Stock issuable in connection therewith (such as the Convertible Debentures), the Company shall include in the Reserve Amount, no less than two one and one-half (21 1/2) times the number of shares that is then actually issuable upon conversion or exercise of such Securities. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of Conversion Shares issued or issuable upon conversion of the Convertible Debentures and exercise of the Warrants, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, either (x) calling a special meeting of shareholders to authorize additional shares, in the case of an insufficient number of authorized shares or (y) in lieu thereof, consummating the immediate repurchase of the Convertible Debentures and the Warrants contemplated in Section 3.4(c) hereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Metropolitan Health Networks Inc)

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