Reservation of Authorized Shares. As of the effective date of this Agreement and for the remaining period during which the Note is outstanding and the Warrant is exercisable for shares of the Company, the Company will reserve from its authorized and unissued common stock a sufficient number of shares, and not less than 30,000,000 common shares from time to time, to provide for the issuance of common stock upon the full conversion of the Note and the full exercise of the Warrant. The Company represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Company agrees that its issuance of the Note and the Warrant constitutes full authority to its officers, agents and transfer agents who are charged with the duty of executing and issuing shares to execute and issue the necessary shares of common stock upon the conversion of the Note and the exercise of the Warrant. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated by the Agreement or for the issuance of the shares contemplated by the Note or the shares contemplated by the Warrant.
Reservation of Authorized Shares. The Company agrees and represents that until this Note is paid in full or converted, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of this Note. The Company further agrees and represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable and that the Company will instruct its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note.
Reservation of Authorized Shares. For so long as the Purchaser holds the Seller Preferred Stock, Seller shall continuously hold in reserve sufficient shares of Seller Common Stock to perform its conversion obligations under the terms of the Seller Preferred Stock.
Reservation of Authorized Shares. As of the effective date of this Agreement and for the remaining period during which the Note is outstanding, the Company will reserve from its authorized and unissued common stock a sufficient number of shares to provide for the issuance of common stock upon the full conversion of the Note. The Company represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Company agrees that its issuance of the Note constitutes full authority to its officers, agents and transfer agents who are charged with the duty of executing and issuing shares to execute and issue the necessary shares of common stock upon the conversion of the Note. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Note to be sold by the Company as contemplated by the Agreement or for the issuance of the shares contemplated by the Note.
Reservation of Authorized Shares. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock for each of the Notes equal to 100% of the Conversion Rate with respect to the Principal of each such Note as of the Issuance Date. Thereafter, the Company, so long as any of the Notes are outstanding, shall take all action necessary to reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding (the “Required Reserve Amount”).
Reservation of Authorized Shares. (a) Reservation. So long as this Note remains outstanding, the Company shall at all times reserve at least 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of this Note then outstanding (without regard to any limitations on conversions and assuming this Note remains outstanding until the Maturity Date) (the “Required Reserve Amount”).
Reservation of Authorized Shares. So long as any of the Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Notes, the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided that at no time shall the number of shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”).
Reservation of Authorized Shares. So long as any of the Notes are outstanding, the Issuer shall, on or prior to the date of conversion of any Notes, take all action necessary, including amending the Charter, to reserve the requisite number of shares of its authorized and unissued capital stock (including with respect to the creation of any new Capital Stock of the Issuer subsequent to the Issuance Date), solely for the purpose of effecting the conversion of this Note, such that the number of shares of Conversion Security shall be duly and validly reserved and available for issuance at the time of the conversion of this Note, and upon issuance in accordance with the terms of this Note, the Conversion Securities will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Note, the Purchase Agreement, the Charter, the Bylaws or one or more of the Transaction Agreements, applicable federal and state securities Laws or liens or encumbrances created by or imposed by the Purchasers.
Reservation of Authorized Shares. From the date hereof through the last to occur of the Closings hereunder, the Seller shall continuously hold in reserve sufficient shares of Seller Common Stock to consummate each of the Closings contemplated hereunder.
Reservation of Authorized Shares. (a) Reservation. So long as any Securities remain outstanding, the Company shall at all times reserve a number of shares of Common Stock to effect the conversion of all of the Securities then outstanding (without regard to any limitations on conversions and assuming such Securities remain outstanding until the Maturity Date) equal to 150% of the greatest number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Securities then outstanding (without regard to any limitations on conversions and assuming such Securities remain outstanding until the Maturity Date) (the “Required Reserve Amount”). The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Securities based on the total Par Amount of the Securities held by all holders (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Securities, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Securities shall be allocated to the remaining holders of Securities, pro rata based on the principal amount of the Securities then held by such holders.
