Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. 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 and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and each increase in the number of Shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal held by each holder (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 6 contracts
Sources: Waiver and Consent, Convertible Note Sale Agreement (Cordlife Group LTD), Waiver and Consent (KKR & Co. L.P.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 120% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So For 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 120% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s 's Notes, each transferee shall be allocated a pro rata portion of such holder’s 's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which that ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Security Devices International Inc.), Securities Purchase Agreement (Security Devices International Inc.), Securities Purchase Agreement (Security Devices International Inc.)
Reservation. The From and after the date the Issuance Date, the Company shall initially reserve out of its authorized and unissued share capital a number of authorized and otherwise unreserved shares of Common Stock to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to the maximum number of Conversion Shares for each issuable pursuant to the terms of the Notes equal (without regard to one hundred fifty percent (150%any limitation in Section 3(d) of the number of Shares as shall be necessary to effect on the conversion of each such Note as of this Note) (the Issuance Date“Required Reserve Amount”). So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capital, Common Stock the Required Reserve Amount solely for the purpose of effecting issuing shares of Common Stock pursuant to the conversion terms of this Note and the Other Notes, one hundred fifty percent (150%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal amount of this Note and the Other Notes held by each holder at the Closing (as defined in the Purchase Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder’s Other Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share AllocationAllocation with respect to the portion of the Notes being transferred. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of the Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders.
Appears in 4 contracts
Sources: Convertible Note Agreement (CISO Global, Inc.), Convertible Note Agreement (CISO Global, Inc.), Senior Convertible Note (Sadot Group Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150100%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. 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 and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150100%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any EncumbranceLien; provided that at no time shall the number of Shares so reserved be less than the number of shares Shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and each increase in the number of Shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the Principal held by each holder of the Holders (the “Authorized Share Allocation”). In the event that a holder the Holder shall sell or otherwise transfer any of such holderthe Holder’s Notes, each transferee shall be allocated a pro rata portion of such holderthe Holder’s Authorized Share Allocation. Any Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the NotesHolders, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 4 contracts
Sources: Convertible Note and Warrant Purchase Agreement, Convertible Note and Warrant Purchase Agreement, Convertible Note and Warrant Purchase Agreement (The9 LTD)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (at least 150%) % of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Installment Conversions, Alternate Conversions and Accelerations, of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (without regard to any limitations on conversionsconversions and assuming such Notes remain outstanding until the Maturity Date) at the Conversion Price then in effect (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the The Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and Amount (including, without limitation, each increase in the number of Shares shares so reserved reserved) shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the applicable Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 4 contracts
Sources: Second Exchange Agreement (Amyris, Inc.), Exchange Agreement (Amyris, Inc.), Exchange Agreement (Amyris, Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are Preferred Shares remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) at least 200% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Alternate Conversions, of all of the Notes Preferred Shares then outstanding, free from any Encumbrance; provided that outstanding at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence Alternate Conversion Price then in effect (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the The Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and Amount (including, without limitation, each increase in the number of Shares shares so reserved reserved) shall be allocated pro rata among the holders of the Notes Holders based on the Principal number of the Preferred Shares held by each holder Holder on the Initial Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder Holder shall sell or otherwise transfer any of such holderH▇▇▇▇▇’s NotesPreferred Shares, each transferee shall be allocated a pro rata portion of such holderHolder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes Preferred Shares shall be allocated to the remaining holders Holders of the NotesPreferred Shares, pro rata based on the principal amount number of the Notes Preferred Shares then held by the Holders. Notwithstanding the foregoing, a Holder may allocate its Authorized Share Allocation to any other of the securities of the Company held by such holdersHolder (or any of its designees) by delivery of a written notice to the Company.
Appears in 3 contracts
Sources: Securities Purchase Agreement (IMAC Holdings, Inc.), Settlement Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (IMAC Holdings, Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Conversion Shares for each of the Notes equal to one hundred fifty percent (150%) 120% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance DateDate (assuming the Notes are convertible on such date). So long as any of the Notes are outstanding, the Company shall take all action reasonably necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 120% of the number of the Conversion Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Conversion Shares so reserved be less than the number of shares Conversion Shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Conversion Shares reserved for conversions of the Notes and each increase in the number of Conversion Shares so reserved shall be allocated pro rata among the holders Holders of the Notes based on the Original Principal held Amount of the Notes purchased by each holder Holder or increase in the number of reserved Conversion Shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder the initial Holder of any Notes shall sell or otherwise transfer any of such holderHolder’s Notes, each transferee shall be allocated a pro rata portion of such holderHolder’s Authorized Share Allocation. Any Conversion Shares reserved and allocated to any Person which that ceases to hold any Notes shall be allocated to the remaining holders Holders of the Notes, pro rata based on the principal Principal amount of the Notes then held by such holdersHolders.
Appears in 3 contracts
Sources: Convertible Note Agreement (Adcare Health Systems, Inc), Convertible Note Agreement (Adcare Health Systems, Inc), Subordinated Convertible Note (Adcare Health Systems, Inc)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) or exceeding the maximum number of shares of Common Stock initially issuable upon conversion of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance DateNotes. 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Exchange Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 3 contracts
Sources: Convertible Note (Metalico Inc), Convertible Note (Metalico Inc), Convertible Note (Metalico Inc)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Company Common Stock a number of Shares shares of Company Common Stock for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares shares of Company Common Stock as shall be necessary to effect the conversion of each such Note as all of the Issuance DateNotes. 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 and unissued share capitalCompany Common Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) of the number of Shares shares of Company Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that outstanding at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions) Company Conversion Price (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Company Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Company Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Antigenics Inc /De/), Securities Purchase Agreement (Antigenics Inc /De/)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes Preferred Shares are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the NotesPreferred Shares, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any EncumbrancePreferred Shares outstanding at such time; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by of the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”"REQUIRED RESERVE AMOUNT"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes Preferred Shares and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the Principal number of Preferred Shares held by each holder Holder on the Initial Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”"AUTHORIZED SHARE ALLOCATION"). In the event that a holder Holder shall sell or otherwise transfer any of such holder’s NotesHolder's interests in the Preferred Shares, each transferee shall be allocated a pro rata portion of such holder’s Holder's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes Preferred Shares shall be allocated to the remaining holders Holders of the Notes15 such Preferred Shares, pro rata based on the principal amount number of the Notes Preferred Shares then held by such holdersHolders.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Prentice Capital Management, LP), Securities Purchase Agreement (Sac Capital Advisors LLC)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital shares of Common Stock a number of Shares shares of Common Stock for each of this Note and the Other Notes equal to one hundred fifty percent (150%) 100% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion principal amount of each such Note as of the Issuance Date. So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of this Note and the Other Notes, one hundred fifty percent (150%) of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided, free from any Encumbrance; provided that that, at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence pursuant hereto (in each case, without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of this Note and the Other Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal amount of this Note and the Other Notes held by each holder at the Closing (as defined in the Note Purchase Agreement) or at the time of the increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note, or a portion thereof, or any of such holder’s Other Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 2 contracts
Sources: Subordinated Note Agreement (Venus Concept Inc.), Subordinated Note Agreement (Venus Concept Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are Preferred Shares remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (at least 150%) % of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Alternate Conversions, of all of the Notes Preferred Shares then outstanding, free from any Encumbrance; provided that outstanding at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence Alternate Conversion Price then in effect (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the The Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and Amount (including, without limitation, each increase in the number of Shares shares so reserved reserved) shall be allocated pro rata among the holders of the Notes Holders based on the Principal number of the Preferred Shares held by each holder Holder on the Initial Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder Holder shall sell or otherwise transfer any of such holder▇▇▇▇▇▇’s NotesPreferred Shares, each transferee shall be allocated a pro rata portion of such holderHolder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes Preferred Shares shall be allocated to the remaining holders Holders of the NotesPreferred Shares, pro rata based on the principal amount number of the Notes Preferred Shares then held by the Holders. Notwithstanding the foregoing, a Holder may allocate its Authorized Share Allocation to any other of the securities of the Company held by such holdersHolder (or any of its designees) by delivery of a written notice to the Company.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Phoenix Biotech Acquisition Corp.), Merger Agreement (Aditxt, Inc.)
Reservation. The From and after the date the Issuance Date, the Company shall initially reserve out of its authorized and unissued share capital a number of authorized and otherwise unreserved shares of Common Stock to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to 150% of the maximum number of Conversion Shares for each issuable pursuant to the terms of the Notes equal (without regard to one hundred fifty percent (150%any limitation in Section 3(d) of the number of Shares as shall be necessary to effect on the conversion of each such Note as of this Note) (the Issuance Date“Required Reserve Amount”). So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capital, Common Stock the Required Reserve Amount solely for the purpose of effecting issuing shares of Common Stock pursuant to the conversion terms of this Note and the Other Notes, one hundred fifty percent (150%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal aggregate principal amount of this Note and of the Other Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder’s Other Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share AllocationAllocation with respect to the portion of the Notes being transferred. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of the Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders.
Appears in 2 contracts
Sources: Senior Convertible Note (Eterna Therapeutics Inc.), Senior Convertible Note (Eterna Therapeutics Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are Debentures remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) at least 100% of the number of Ordinary Shares (and shall keep available under the ADS Registration Statement 100% of such aggregate number of ADSs), in each case, as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (without regard to any limitations on conversionsconversions and assuming such Debentures remain outstanding until the Maturity Date) at the Floor Price then in effect (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the The Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and Amount (including, without limitation, each increase in the number of Shares shares so reserved reserved) shall be allocated pro rata among the holders of the Notes Debentures based on the Principal original principal amount of the Debentures held by each holder on the Initial Closing Date (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s NotesDebentures, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Ordinary Shares reserved and allocated to any Person which ceases to hold any Notes Debentures shall be allocated to the remaining holders of the NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.
Appears in 2 contracts
Sources: Convertible Security Agreement (Lion Group Holding LTD), Convertible Security Agreement (Lion Group Holding LTD)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 120% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So Thereafter, the Company, 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 105% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions conversion of the Notes and each increase in the number of Shares shares of Common Stock so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the time of the Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Global Power Equipment Group Inc/)
Reservation. The Company shall initially shall, at and after such time as it receives stockholder approval of the Amendment (as defined in the Securities Purchase Agreement), reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 120% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So Following its receipt of stockholder approval of the Amendment and for 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 120% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which that ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Reservation. The Company shall initially reserve out of its authorized and unissued share capital shares of Common Stock a number of Shares shares of Common Stock for each of this Note and the Other Notes equal to one hundred fifty percent (150%) % of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of this Note and the Other Notes, one hundred fifty percent (150%) of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence pursuant hereto (in each case, without regard to any limitations on conversions) (the “"Required Reserve Amount”"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of this Note and the Other Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal amount of this Note and the Other Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder shall sell or otherwise transfer this Note or any of such holder’s 's Other Notes, each transferee shall be allocated a pro rata portion of such holder’s 's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of the Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders. ___________________________ 4 Insert date that is ninety one (91) days immediately following the Issuance Date or, if such date falls on a Holiday, the next day that is not a Holiday. 5 Insert dollar amount equal to 2% of the Original Principal Amount of this Note.
Appears in 1 contract
Sources: Securities Purchase Agreement (Air Industries Group)
Reservation. The From and after the second Trading Day after the Company receives a notice from the Placement Agent to effect a reverse stock split with respect to its Common Stock, the Company shall initially reserve out of its authorized and unissued share capital a number of authorized and otherwise unreserved shares of Common Stock to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to 300% of the maximum number of Conversion Shares for each issuable pursuant to the terms of the Notes equal (without regard to one hundred fifty percent (150%any limitation in Section 3(d) of the number of Shares as shall be necessary to effect on the conversion of each such Note as of this Note) (the Issuance Date“Required Reserve Amount”). So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capital, Common Stock the Required Reserve Amount solely for the purpose of effecting issuing shares of Common Stock pursuant to the conversion terms of this Note and the Other Notes, one hundred fifty percent (150%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal amount of this Note and the Other Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder’s Other Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share AllocationAllocation with respect to the portion of the Notes being transferred. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of the Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders.
Appears in 1 contract
Reservation. The Company initially shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each Note equal to 130% of the Notes equal to one hundred fifty percent (150%) Conversion Rate in respect of the number of Shares as shall be necessary to effect the conversion Conversion Amount of each such Note as of the Issuance Issue Date. So long as any of the Notes are outstandingOutstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Outstanding Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the Principal Amount of the Notes held by each holder Holder on the Issue Date or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder Holder shall sell or otherwise transfer any of such holder’s Holder's interests in any Notes, each transferee shall be allocated a pro rata portion of such holder’s Holder's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders Holders of the such Notes, pro rata based on the principal amount Principal Amount of the Notes then held by such holdersHolders.
Appears in 1 contract
Reservation. The Company initially shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by of the previous sentence (without regard to any limitations on conversions) (the “"Required Reserve Amount”"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder shall sell or otherwise transfer any of such holder’s 's Notes, each transferee shall be allocated a pro rata portion of such holder’s 's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Composite Technology Corp)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes and the Additional Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So long as any of the Notes and the Additional Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes and the Additional Notes, one hundred fifty percent (150%) of the number of Shares shares of Common Stock specified above in this Section 10(a) as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding; provided, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous sentence pursuant hereto (in each case, without regard to any limitations on conversions) (the “"Required Reserve Amount”"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and the Additional Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes and the Additional Notes based on the Principal principal amount of the Notes and Additional Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder shall sell or otherwise transfer any of such holder’s 's Notes or Additional Notes, each transferee shall be allocated a pro rata portion of such holder’s 's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes or Additional Notes shall be allocated to the remaining holders of the Notes and Additional Notes, pro rata based on the principal amount of the Notes and Additional Notes then held by such holders.
Appears in 1 contract
Sources: Agreement of Merger and Plan of Reorganization (Eon Communications Corp)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) at least 200% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Installment Conversions, Alternate Conversions and Accelerations, of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (without regard to any limitations on conversionsconversions and assuming such Notes remain outstanding until the Maturity Date) at the Alternate Conversion Price then in effect (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the The Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and Amount (including, without limitation, each increase in the number of Shares shares so reserved reserved) shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the Initial Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ondas Holdings Inc.)
Reservation. The Company initially shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) [130]% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) [130]% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (without regard to any limitations on conversions) (the “Required Reserve Amount”"REQUIRED RESERVE AMOUNT"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares so reserved shall be allocated pro rata among the remaining holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) (the “Authorized Share Allocation”"AUTHORIZED SHARE ALLOCATION"). In the event that a holder shall sell or otherwise transfer any of such holder’s 's Notes, each transferee shall be allocated a pro rata portion of such holder’s 's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Senior Secured Convertible Note (Inksure Technologies Inc.)
Reservation. The Company initially shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes this Note equal to one hundred fifty percent (150%) 175% of the number of Shares as shall be necessary to effect the shares of Common Stock issuable upon conversion of each such this Note as of the Issuance DateAmendment Date (without regard to any limitations on conversions). 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 175% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by pursuant to the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes (including without limitation this Note) based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Amendment Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Biovest International Inc)
Reservation. The Company shall initially reserve out of its ----------- authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion Conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion Conversion of all of the Notes then outstanding, free from any Encumbranceoutstanding pursuant to Sections 2 and 3; provided that at no time shall the number of Shares 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 conversionsConversions) (the “Required Reserve Amount”"REQUIRED RESERVE AMOUNT"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions Conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Exchange Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”"AUTHORIZED SHARE ALLOCATION"). In the event that a holder shall sell or otherwise transfer any of such holder’s 's Notes, each transferee shall be allocated a pro rata portion of such holder’s 's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Exchange Agreement (Charys Holding Co Inc)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 125% of the number of Shares as shall be necessary entire Conversion Rate with respect to effect the conversion entire Conversion Amount of each such Note as of the Issuance Date. So long as any of the Notes are outstanding, the Company shall take all action reasonably necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the Closing Date or increase in the number of reserved shares (as the case may be) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Crumbs Bake Shop, Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So shall, 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) of the such number of Shares as shall from time to time be necessary sufficient to effect the conversion of all of the Notes principal amount then outstanding, free from any Encumbranceoutstanding under the Notes; provided that at no time shall the number of Shares so reserved shall at no time be less than 100% of the number of shares required to be reserved by Shares for which the previous sentence Notes are at any time convertible (without regard to any limitations on conversions) (the “Required Reserve Amount”"REQUIRED RESERVE AMOUNT"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder (at the “Authorized Share Allocation”)time of issuance of the Notes or increase in the number of reserved Shares, as the case may be. In the event that a holder the Holder shall sell or otherwise transfer any portion of such holder’s the Holder's Notes, each transferee shall be allocated a pro rata portion of the number of Shares reserved for such holder’s Authorized Share Allocationtransferor. Any Shares reserved and allocated to any Person which that ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (MRV Communications Inc)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Shares a number of Common Shares for each of the Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. 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 and unissued share capitalCommon Shares, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Common Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Common Shares 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”"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Common Shares reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder of the Notes at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder of Notes shall sell or otherwise transfer any of such holder’s 's Notes, each transferee shall be allocated a pro rata portion of such holder’s 's Authorized Share Allocation. Any Common Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.)
Reservation. The Company shall initially reserve represents and warrants that it has reserved for issuance upon the exercise of the Warrants or conversion of the Notes out of its authorized and unissued share capital Common Stock a number of Shares for each shares of the Notes Common Stock equal to one hundred fifty percent the greater of (150%x) 400,000,000 shares of Common Stock (as adjusted for any stock split, stock dividend, stock combination, reclassification or other similar transaction after the Commencement Date) and (y) 200% of the number of Shares shares of Common Stock as shall be is necessary to effect the a conversion of each such Note all of the Notes and the exercise of all of the Warrants as of the Issuance Date. So From and after the Issuance Date and for 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the NotesNotes and the exercise of the Warrants, one hundred fifty percent the greater of (150%x) 400,000,000 shares of Common Stock (as adjusted for any stock split, stock dividend, stock combination, reclassification or other similar transaction after the Commencement Date) less the number of shares of Common Stock issued pursuant to the terms of the Notes and the Warrants after the Issuance Date and (y) 200% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding and the exercise of all the Warrants then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Common Stock so reserved be less than the number of shares required to be reserved by the previous this sentence (without regard to any limitations on conversionsconversions or exercises) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Wanxiang Group Corp)
Reservation. The Company initially shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each Note equal to 130% of the Notes equal to one hundred fifty percent (150%) Conversion Rate in respect of the number of Shares as shall be necessary to effect the conversion Conversion Amount of each such Note as of the Issuance Issue Date. So long as any of the Notes are outstandingOutstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Outstanding Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the Principal Amount of the Notes held by each holder Holder on the Issue Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder Holder shall sell or otherwise transfer any of such holderH▇▇▇▇▇’s interests in any Notes, each transferee shall be allocated a pro rata portion of such holderHolder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders Holders of the such Notes, pro rata based on the principal amount Principal Amount of the Notes then held by such holdersHolders.
Appears in 1 contract
Sources: Indenture (FP Technology, Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Shares a number of Common Shares for each of the Notes Debentures equal to one two-hundred fifty twenty five percent (150225%) of the number of Shares as shall be necessary entire Conversion Rate with respect to effect the conversion entire outstanding principal amount of each such Note Debenture as of the Issuance Original Issue Date. So long as any of the Notes Debentures are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Shares, solely for the purpose of effecting the conversion of the NotesDebentures and other issuances hereunder, one hundred fifty including ▇▇▇▇▇▇▇ ▇, ▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇ five percent (150225%) of the number of Common Shares as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstandingoutstanding(the “Required Reserve Amount”), free from any Encumbrance; provided that at no time shall the number of Common Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Common Shares reserved for conversions of the Notes issuance hereunder and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes Debentures based on the Principal outstanding principal amount of the Debentures held by each holder on the Original Issue Date or the date of the increase in the number of reserved shares (as the case may be) (the Holder’s pro rata portion of the initial Common Shares reserved for issuance and of each increase thereof as provided herein, the Holder’s “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s NotesDebentures, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Common Shares reserved and allocated to any Person which ceases to hold any Notes Debentures shall be allocated to the remaining holders of the NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Tanzanian Royalty Exploration Corp)
Reservation. The From and after the date the Issuance Date, the Company shall initially reserve out of its authorized and unissued share capital a number of authorized and otherwise unreserved shares of Common Stock to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to the maximum number of Conversion Shares for each issuable pursuant to the terms of the Notes equal (without regard to one hundred fifty percent (150%any limitation in Section 3(d) of the number of Shares as shall be necessary to effect on the conversion of each such Note as of this Note) (the Issuance Date“Required Reserve Amount”). So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capital, Common Stock the Required Reserve Amount solely for the purpose of effecting issuing shares of Common Stock pursuant to the conversion terms of this Note and the Other Notes, one hundred fifty percent (150%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal amount of this Note and the Other Notes held by each holder at the Closing (as defined in the Exchange Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer this Note or any of such holder’s Other Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share AllocationAllocation with respect to the portion of the Notes being transferred. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the Holder and the remaining holders of the Other Notes, pro rata based on the principal Principal amount of this Note and the Other Notes then held by such holders.
Appears in 1 contract
Sources: Senior Subordinated Convertible Note (Greenlane Holdings, Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty twenty-five percent (150125%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. 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 and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty twenty-five percent (150125%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any EncumbranceLien; provided that at no time shall the number of Shares so reserved be less than the number of shares Shares required to be reserved by the previous sentence (without regard to any limitations on conversions) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and each increase in the number of Shares so reserved shall be allocated pro rata among the holders of the Notes Holders based on the Principal held by each holder of the Holders (the “Authorized Share Allocation”). In the event that a holder the Holder shall sell or otherwise transfer any of such holderthe Holder’s Notes, each transferee shall be allocated a pro rata portion of such holderthe Holder’s Authorized Share Allocation. Any Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the NotesHolders, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Xinyuan Real Estate Co., Ltd.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) of the a number of Shares as shall from time to time be necessary to effect the conversion shares of all Common Stock for each of the Notes then outstanding, free from any Encumbrance; provided that at no time shall equal to the number greater of Shares so reserved be less than the (x) 4,046,243 shares of Common Stock (which number of shares required equals 105% of the Conversion Rate with respect to be reserved by the previous sentence Conversion Amount of each such Note as of the Issuance Date) and (without regard y) 100% of the Conversion Rate with respect to any limitations on conversions) the Conversion Amount of each such Note as then in effect (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes Debentures equal to one hundred fifty percent (150%) % of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note Debenture as of the Issuance Date. So Thereafter, the Company, so long as any of the Notes Debentures are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the NotesDebentures, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes Debentures and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes Debentures based on the Principal principal amount of the Debentures held by each holder at the time of Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s NotesDebentures, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes Debentures shall be allocated to the remaining holders of the NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares shares of Common Stock for each of the Notes Debentures equal to one hundred fifty percent (150%) 100% of the number of Shares as shall be necessary entire Conversion Rate with respect to effect the conversion entire Conversion Amount of each such Note Debenture as of the Issuance Date. So long as any of the Notes Debentures are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the NotesDebentures, one hundred fifty percent (150%) 100% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes Debentures and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes Debentures based on the Principal original principal amount of the Debentures held by each holder on the Closing Date or increase in the number of reserved shares (as the case may be) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s NotesDebentures, each transferee shall be allocated a pro rata portion of such holder’s Authorized Authorization Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes Debentures shall be allocated to the remaining holders of the NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Baxano Surgical, Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) % of the number of Shares as shall be necessary entire Conversion Rate with respect to effect the conversion entire Conversion Amount of each such Note as of the Issuance Date. 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) % of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the Closing Date or increase in the number of reserved shares (as the case may be) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of authorized and otherwise unreserved shares of Common Stock to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to (i) from and after the date the Subscription Date until the Authorized Stockholder Approval Date, the maximum number of Conversion Shares for each issuable pursuant to the terms of the Notes equal (without regard to one hundred fifty percent (150%any limitation in Section 3(d) of the number of Shares as shall be necessary to effect on the conversion of each such this Note as and assuming a Conversion Price equal to the Transaction Price and (ii) from and after the Authorized Stockholder Approval Date, the maximum number of Conversion Shares issuable pursuant to the terms of the Issuance DateNotes (without regard to any limitation in Section 3(d) on the conversion of this Note and assuming a Conversion Price equal to 50% of the Transaction Price ) (as applicable, the "Required Reserve Amount"). So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capital, Common Stock the Required Reserve Amount solely for the purpose of effecting issuing shares of Common Stock pursuant to the conversion terms of this Note and the Other Notes, one hundred fifty percent (150%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal amount of this Note and the Other Notes held by each holder at the Closing (as defined in the New Securities Purchase and Exchange Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders."
Appears in 1 contract
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 100% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. So Thereafter, the Company, 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 100% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the time of Issuance Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Reservation. The As of the Issuance Date, the Company shall initially have reserved (and shall not reduce such reserve out other than with respects to conversion, redemptions or payments of its authorized and unissued share capital a number Installment Amounts with respect to the Notes) 7,034,564 shares of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary Common Stock to effect the conversion of each such Note and payments under the Notes. After the Stockholder Reserve Deadline (as of defined in the Issuance Date. So Securities Purchase Agreement), so long as any of the Notes are remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (at least 150%) % of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Installment Conversions, and Accelerations, of all of the Notes then outstanding, free from outstanding (assuming for purposes hereof that (x) the Notes are convertible at the lower of (A) the Conversion Price Floor and (B) the Conversion Price as of the applicable date of determination and (y) any Encumbrance; provided that at no time such conversion shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence (without regard to not take into account any limitations on conversionsthe conversion of the Notes set forth in the Notes) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the The Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and Amount (including, without limitation, each increase in the number of Shares shares so reserved reserved) shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Delcath Systems, Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of Following the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Stockholder Approval Date. So , 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”"). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “"Authorized Share Allocation”"). In the event that a holder shall sell or otherwise transfer any of such holder’s 's Notes, each transferee shall be allocated a pro rata portion of such holder’s 's Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Rancher Energy Corp.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 130% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (Minrad International, Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) at least 100% of the number of Ordinary Shares as shall from time to time be necessary to effect the conversion conversion, including without limitation, Alternate Conversions, of all of the Notes then outstandingoutstanding at the Floor Price or the Adjusted Floor Price, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence as applicable (without regard to any limitations on conversionsconversions and assuming such Notes remain outstanding until the Maturity Date and assuming that Interest on the Notes will accrue through the two (2) year anniversary of the Issuance Date and will be converted into Ordinary Shares at the Floor Price or the Adjusted Floor Price, as applicable) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the The Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and Amount (including, without limitation, each increase in the number of Shares shares so reserved reserved) shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Ordinary Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of authorized and otherwise unreserved shares of Common Stock to satisfy its obligation to issue shares of Common Stock pursuant to the terms of this Note and the Other Notes equal to (i) from and after the date the Amendment and Restatement Date until the Authorized Stockholder Approval Date, the maximum number of Conversion Shares for each issuable pursuant to the terms of the Notes equal (without regard to one hundred fifty percent (150%any limitation in Section 3(d) of the number of Shares as shall be necessary to effect on the conversion of each such this Note as and assuming a Conversion Price equal to the Transaction Price and (ii) from and after the Authorized Stockholder Approval Date, the maximum number of Conversion Shares issuable pursuant to the terms of the Issuance DateNotes (without regard to any limitation in Section 3(d) on the conversion of this Note and assuming a Conversion Price equal to 50% of the Transaction Price ) (as applicable, the "Required Reserve Amount"). So long as any of this Note and the Other Notes are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capital, Common Stock the Required Reserve Amount solely for the purpose of effecting issuing shares of Common Stock pursuant to the conversion terms of this Note and the Other Notes, one hundred fifty percent (150%) of the number of Shares as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions issuances pursuant to the terms of this Note and the Other Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the Holder and the holders of the Other Notes based on the Principal amount of this Note and the Other Notes held by each holder at the Closing (as defined in the New Securities Purchase and Exchange Agreement) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders."
Appears in 1 contract
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are remain outstanding, the Company shall take at all action necessary to times reserve and keep available out at least 5,000,000 shares of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) of the number of Shares Common Stock as shall from time to time be necessary to effect the conversion conversion, of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (without regard to any limitations on conversionsconversions and assuming such Notes remain outstanding until the Maturity Date) (assuming for purposes of this Section 10 (i) that (x) interest on the Notes shall accrue through the Maturity Date and (y) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes) (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the The Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and each increase in the number of Shares so reserved Amount shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Shares a number of Common Shares for each of the Notes Debentures equal to one two-hundred fifty twenty five percent (150225%) of the number of Shares as shall be necessary entire Conversion Rate with respect to effect the conversion entire outstanding principal amount of each such Note Debenture as of the Issuance Original Issue Date. So long as any of the Notes Debentures are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued share capitalCommon Shares, solely for the purpose of effecting the conversion of the NotesDebentures and other issuances hereunder, one including Section 5, two-hundred fifty twenty five percent (150225%) of the number of Common Shares as shall from time to time be necessary to effect the conversion of all of the Notes Debentures then outstandingoutstanding(the “Required Reserve Amount”), free from any Encumbrance; provided that at no time shall the number of Common Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Common Shares reserved for conversions of the Notes issuance hereunder and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes Debentures based on the Principal outstanding principal amount of the Debentures held by each holder on the Original Issue Date or the date of the increase in the number of reserved shares (as the case may be) (the Holder’s pro rata portion of the initial Common Shares reserved for issuance and of each increase thereof as provided herein, the Holder’s “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s NotesDebentures, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Common Shares reserved and allocated to any Person which ceases to hold any Notes Debentures shall be allocated to the remaining holders of the NotesDebentures, pro rata based on the principal amount of the Notes Debentures then held by such holders.
Appears in 1 contract
Sources: Convertible Security Agreement (Tanzanian Royalty Exploration Corp)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 225% of the number of Shares as shall be necessary entire Conversion Rate with respect to effect the conversion entire Conversion Amount of each such Note as of the Issuance Date. 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the NotesNotes and other issuances hereunder, one hundred fifty percent (150%) including Section 2, 225% of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes issuance hereunder and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the Issuance Date or the date of the increase in the number of reserved shares (as the case may be) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Senior Convertible Note (Victory Electronic Cigarettes Corp)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital Common Stock a number of Shares shares of Common Stock for each of the Notes equal to one hundred fifty percent (150%) 130% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. 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 and unissued share capitalCommon Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) % of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbranceoutstanding pursuant to Sections 2 and 3; provided that at no time shall the number of Shares 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Reservation. The Company shall initially reserve out of its authorized and unissued share capital a number of Shares for each of the Notes equal to one hundred fifty percent (150%) of the number of Shares as shall be necessary to effect the conversion of each such Note as of the Issuance Date. So long as any of the Notes are remain outstanding, the Company shall take at all action necessary to times reserve and keep available out of its authorized and unissued share capital, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (at least 150%) % of the number of Shares shares of Common Stock as shall from time to time be necessary to effect the conversion conversion, including without limitation, Installment Conversions, Alternate Conversions and Accelerations, of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares so reserved be less than the number of shares required to be reserved by the previous sentence outstanding (without regard to any limitations on conversions, assuming conversions at the Alternate Conversion Price and assuming such Notes remain outstanding until the Maturity Date) at the Alternate Conversion Price then in effect (the “Required Reserve Amount”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the The Required Reserve Amount. The initial number of Shares reserved for conversions of the Notes and Amount (including, without limitation, each increase in the number of Shares shares so reserved reserved) shall be allocated pro rata among the holders of the Notes based on the Principal original principal amount of the Notes held by each holder on the Initial Closing Date or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract
Sources: Securities Purchase Agreement (BOQI International Medical, Inc.)
Reservation. The Company shall initially reserve out of its authorized and unissued share capital shares of Class A Common Stock a number of Shares shares of Class A Common Stock for each of the Notes equal to one hundred fifty percent (150%) 120% of the number of Shares as shall be necessary Conversion Rate with respect to effect the conversion Conversion Amount of each such Note as of the Issuance Date. 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 and unissued share capitalshares of Class A Common Stock, solely for the purpose of effecting the conversion of the Notes, one hundred fifty percent (150%) 120% of the number of Shares shares of Class A Common Stock as shall from time to time be necessary to effect the conversion of all of the Notes then outstanding, free from any Encumbrance; provided that at no time shall the number of Shares shares of Class A 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”). In the event that the Holder shall sell or otherwise transfer this Note, each transferee shall be allocated a pro rata portion of the Required Reserve Amount. The initial number of Shares shares of Class A Common Stock reserved for conversions of the Notes and each increase in the number of Shares shares so reserved shall be allocated pro rata among the holders of the Notes based on the Principal principal amount of the Notes held by each holder at the Closing (as defined in the Securities Purchase Agreement) or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any Shares shares of Class A Common Stock reserved and allocated to any Person which ceases to hold any Notes shall be allocated to the remaining holders of the Notes, pro rata based on the principal amount of the Notes then held by such holders.
Appears in 1 contract