Underlying Common Stock the shares of Common Stock issuable or issued upon the exercise of the Warrants.
Underlying Common Stock. The Common Stock comprising the Units together with the Common Stock issuable upon exercise of the Warrants.
Underlying Common Stock. The Company agrees to reserve and keep available at all times, free of preemptive rights, a sufficient number of Underlying Common Stock to enable the Company to satisfy any obligations to issue Underlying Common Stock upon conversion of the Notes.
Underlying Common Stock. At Closing SPNI shall not have available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Convertible Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Convertible Preferred Stock; and accordingly SPNI shall as soon as practical after Closing 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, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Articles of Incorporation and filings with the SEC.
Underlying Common Stock. The term "Underlying Common Stock" refers to ----------------------- the shares of Common Stock (or Other Securities) issuable under this Warrant Agreement and the Warrants pursuant to the exercise, in whole or in part, of the Warrants.
Underlying Common Stock. The shares of Common Stock issuable upon exercise of the Warrant have not been registered under the Securities Act of 1933 or any state securities law. Quest Diagnostics acknowledges that should it elect to exercise the Warrant in the absence of such registration, the shares of Common Stock it receives will constitute restricted securities within the meaning of the Securities Act of 1933 which cannot be resold in the absence of registration or an available exemption from registration, as set forth in Section 7(a).
Underlying Common Stock. The Underlying Common Stock shall have been delivered by the Company.
Underlying Common Stock. Upon issuance and delivery of the Securities in accordance with the Agreement and the Indenture, the Securities (except the Guarantees) will be convertible at the option of the holder thereof into cash, the Underlying Common Stock, or a combination of cash and the Underlying Common Stock, at the Company’s election, in accordance with the terms of the Securities (except the Guarantees); the Underlying Common Stock reserved for issuance upon conversion of the Securities (except the Guarantees) has been duly and validly authorized and reserved by the Company and, when issued upon conversion of the Securities (except the Guarantees) in accordance with the terms of the Securities (except the Guarantees), will be validly issued, fully paid and nonassessable, and the issuance of the Underlying Common Stock will not be subject to any preemptive or similar rights. The Underlying Common Stock will conform to the description thereof in each of the Time of Sale Information and the Offering Memorandum;
Underlying Common Stock. The Company has all the requisite corporate power and authority to issue the Underlying Common Stock issuable upon conversion of the Notes. The Underlying Common Stock has been duly and validly authorized by the Company and reserved for issuance upon such conversion and, and when issued upon conversion of the Notes in accordance with the terms of the Notes, will be validly issued, fully paid and non-assessable, and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights; and, when issued upon conversion of the Notes, will be free of any restriction upon the voting or transfer thereof pursuant to Bermuda’s The Companies Act of 1981 or the Organizational Documents (as defined below) of the Company or any of the Subsidiaries or any agreement or other instrument to which the Company is a party or to which it is bound.
Underlying Common Stock. When and, to the extent issued upon conversion of each Note in accordance with its terms, any Underlying Common Stock will be duly authorized and validly issued, fully paid and non-assessable, and the issuance of any Underlying Common Stock will not be subject to any preemptive rights, call options, rights of first refusal, subscription rights, transfer restrictions or similar rights of any person, will not be in violation of the Organizational Documents of the Company or in breach or violation of any contract, and will not be issued in violation of any such preemptive rights, call options, rights of first refusal, subscription rights, transfer restrictions or similar rights of any person.
