Issuance and Reservation of Securities Sample Clauses

Issuance and Reservation of Securities. The Exchange Note and the Underlying Shares are duly authorized. Any Underlying Shares, when issued in accordance with the terms of Exchange Note, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, freely tradable and without any legends thereon. The Company will, and at all times, reserve from its duly authorized capital stock for issuance upon conversion pursuant to the Exchange Note at least such amount of shares of Common Stock as is equal to no less than three times the amount of Underlying Shares into which the Exchange Note is convertible (without regard to any limitations on ownership or conversion set forth therein).
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Issuance and Reservation of Securities. The Preferred Shares are duly authorized.
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Issuance and Reservation of Securities. (i) All of the Conversion Shares and all of the shares of Common Stock into which the Warrants are exercisable (“Underlying Shares”) are duly authorized, and (ii) such Conversion Shares and Underlying Shares, when issued in accordance with the terms of Exchange Notes and/or Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and legends, eligible to be resold pursuant to Rule 144(b)(1) promulgated under the Securities Act (with respect to the Warrants, only in the event of a cashless exercise), and, in connection with any conversion, exercise (with respect to the Warrants, only in the event of a cashless exercise) or resale are eligible to be delivered through DTC’s Deposit and Withdrawal at Custodian system (“DWAC”). The Company has reserved, and shall at all times hereafter reserve, from its duly authorized capital stock for issuance upon conversion pursuant to the Exchange Notes and exercise of the Warrants, at least 100% of such amount of shares of Common Stock as is equal to the amount of Conversion Shares and Underlying Shares into which each Holder’s and its affiliates’ Exchange Note(s) and Warrants are convertible and exercisable (without regard to any limitations on ownership or conversion set forth therein). Immediately prior to the date hereof and without giving effect to the transactions contemplated by this Agreement, the authorized Common Stock of the Company consists of 1,100,000,000 shares of Common Stock, of which less than 100,000,000 shares are issued and outstanding.
Sample 1
Issuance and Reservation of Securities. Except to the extent of the occurrence of any Revoked Shares pursuant to Section 6 below (which exception shall terminate on October 1, 2012) (i) at least 83% of the Underlying Shares are duly authorized, and (ii) such Underlying Shares (and all Underlying Shares after the earlier of the Share Increase or October 1, 2012), when issued in accordance with the terms of Notes, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and legends, eligible to be resold pursuant to Rule 144(b)(1) promulgated under the Securities Act, and, in connection with any conversion or resale are eligible to be delivered through DTC’s Deposit and Withdrawal at Custodian system. The Company has reserved, and shall at all times hereafter reserve, from its duly authorized capital stock for issuance upon conversion pursuant to the Notes, at least 83% of such amount of shares of Common Stock as is equal to the amount of Underlying Shares into which each Holder’s and its affiliates’ Note(s) are convertible (without regard to any limitations on ownership or conversion set forth therein), except to the extent of the occurrence of any Revoked Shares pursuant to Section 6 below (which exception shall terminate on October 1, 2012). Immediately prior to the date hereof and without giving effect to the transactions contemplated by this Agreement, the authorized Common Stock of the Company consists of 250,000,000 shares of Common Stock, of which 96,278,253 shares are issued and outstanding, 83,398,742 shares are reserved for issuance upon exercise of outstanding warrants and options, 13,364,000 shares are reserved for issuance upon conversion of outstanding shares of Series D preferred stock, and 48,000,000 shares are reserved for issuance upon conversion of authorized shares of Series E preferred stock. Without limiting the foregoing, excluding the Waived Shares (as defined in Section 6 below), the Company has reserved for issuance 3,706,485 shares of Common Stock for conversion of Notes held by Context and/or its affiliates, 3,704,393 shares of Common Stock for conversion of Notes held by Deerfield and/or its affiliates, and 1,548,127 shares of Common Stock for conversion of Notes held by Akanthos and/or its affiliates
Sample 1
Issuance and Reservation of Securities. The Exchange Notes, Warrants and Underlying Shares are duly authorized. Any Underlying Shares, when issued in accordance with the terms of Exchange Notes and Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, freely tradable and without any legends thereon (except that Underlying Shares issued pursuant to a cash exercise of the Warrants shall not be freely tradable upon issuance and shall be subject to restrictive legends thereon). The Company has reserved, and shall at all times hereafter reserve, from its duly authorized capital stock for issuance upon conversion and exercise pursuant to the Exchange Notes and Warrants, at least such amount of shares of Common Stock as is equal to the amount of Underlying Shares into which the Exchange Notes and Warrants are fully convertible and exercisable, respectively (without regard to any limitations on ownership or conversion or exercise set forth therein).
Sample 1
Issuance and Reservation of Securities. The Exchange Note and the Underlying Shares are duly authorized. Any Underlying Shares, when issued in accordance with the terms of Exchange Note, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, freely tradable and without any legends thereon.
Sample 1
Issuance and Reservation of Securities. The Exchange Notes are duly authorized. Any Underlying Shares, when issued in accordance with the terms of the Notes, as amended and restated hereby, and the Exchange Notes, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances or restrictions. The Company has reserved, and shall at all times hereafter reserve, from its duly authorized capital stock for issuance upon conversion of the Notes, as amended and restated hereby, and the Exchange Notes, at least such amount of shares of Common Stock as is equal to the amount of Underlying Shares into which the Notes and the Exchange Notes are fully convertible, respectively (without regard to any limitations on ownership or conversion or exercise set forth therein).
Sample 1
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Issuance and Reservation of Securities. The Exchange Note is duly authorized. Any Underlying Shares, when issued in accordance with the terms of Exchange Note, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, freely tradable and without any legends thereon. The Company has reserved, and shall at all times hereafter reserve, from its duly authorized capital stock for issuance upon conversion and exercise pursuant to the Exchange Note, at least such amount of shares of Common Stock as is equal to the amount of Underlying Shares into which the Exchange Note are fully convertible and exercisable, respectively (without regard to any limitations on ownership or conversion or exercise set forth therein).
Sample 1

Related to Issuance and Reservation of Securities

  • Reservation of Securities The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents. In the event that at any time the then authorized shares of Common Stock are insufficient for the Company to satisfy its obligations in full under the Transaction Documents, the Company shall promptly take such actions as may be required to increase the number of authorized shares.

  • Acquisition of Securities The Company shall not, and shall cause its Affiliates not to, resell or otherwise dispose of any Securities acquired by them, in the open market or otherwise, and shall, and shall cause its Affiliates to, surrender all such Securities acquired to the Trustee for cancellation.

  • SUBORDINATION OF SECURITIES 46 Section 1301 Securities Subordinate to Senior Indebtedness....................... 46 Section 1302 Payment Over of Proceeds Upon Dissolution, etc...................... 46 Section 1303 No Payment When Senior Indebtedness in Default...................... 47 Section 1304 Payment Permitted if No Default..................................... 48 Section 1305 Subrogation to Rights of Holders of Senior Indebtedness............. 48 Section 1306 Provisions Solely to Define Relative Rights......................... 48

  • Execution of Securities The Securities shall be signed on behalf of the Issuer by the chairman of the Board of Directors, the president, any vice president or the treasurer of the Issuer, under its corporate seal which may, but need not, be attested by its secretary or one of its assistant secretaries. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. In case any officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

  • Disposition of Securities The Buyer shall not sell any Securities except as provided in this Agreement, the Registration Rights Agreement and the “Plan of Distribution” section of the prospectus included in the Registration Statement. The Buyer shall not transfer any Securities except pursuant to sales described in the “Plan of Distribution” section of the prospectus included in the Registration Statement or pursuant to Rule 144 under the 1933 Act. In the event of any sales of Securities pursuant to the Registration Statement, the Buyer will (i) effect such sales pursuant to the “Plan of Distribution” section of the prospectus included in the Registration Statement, and (ii) will comply with all applicable prospectus delivery requirements.

  • Registration of Securities Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

  • No Registration of Securities The Company understands and acknowledges that the offering, exchange and issuance of the Merger Consideration pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering, sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) and/or Section 3(b) of the Securities Act, and that Parent’s reliance upon such exemption is predicated in part upon the Company’s representations herein and upon the representations contained in the Stockholder Representation Letters, the form of which is attached as Exhibit C to this Agreement.

  • Issuance of Securities The Convertible Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and charges with respect to the issue thereof. The Conversion Shares issuable upon conversion of the Convertible Debentures have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Convertible Debentures the Conversion Shares will be duly issued, fully paid and nonassessable.

  • Evaluation of Securities Compensation for Evaluation; Portfolio Supervision and Bookkeeping and Administrative Services; Succession

  • Replacement of Securities If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

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