Covenants of the Company Contract Clauses (2,733)

Covenants of the Company. (a) During the terms of any Option Awards granted under the Plan, the Company shall keep available at all times the number of shares of stock required to satisfy such Option Awards. (b) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of stock upon grant or exercise of Option Awards under the Plan; provided, however, that this undertaking shall not require the Company to registe...r under the Securities Act of 1933, as amended (the "Securities Act"), either the Plan, any Option Award granted under the Plan or any stock issued or issuable pursuant to any such Option Awards. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such Option Awards unless and until such authority is obtained. View More

Covenants of the Company. From the date of Closing through the earliest to occur of the Maturity Date or the Mandatory Conversion of the Note, the Company agrees as follows: (a) The Company shall take all necessary steps to (i) focus on prioritizing operations on essential research and development activities, (ii) complete any existing ongoing studies, (iii) continue to seek outside funding and (iv) file all required documents with the Securities and Exchange Commission. (b) The Company shall not enter into any new agree...ments with Chia Soo, Kang Ting and Ben Wu (each "Founder" collectively the "Founders") which requires the Company to make cash payments or provide cash compensation to any Founder until such time as the Company has received at least $10,000,000 in gross proceeds from funding from non-current stockholders. View More

Covenants of the Company. 3.1 Covenants as to Exercise Shares. 3.2 Notices of Record Date. 4.1 Acquisition of Warrant for Personal Account. 4.2 Securities Are Not Registered. 4.3 Disposition of Warrant and Exercise Shares.

Covenants of the Company. In connection with all offers and sales of the Stocks: a. The Company will not, and will not permit any of its Affiliates, nor any person acting on its or their behalf, to engage in any directed selling efforts within the meaning of Regulation S with respect to the Stocks. b. The Company will exercise reasonable care to ensure that the purchasers of the Stocks are not underwriters within the meaning of Section 2(11) of the Act, and that sales to purchasers will comply with Regulation S. c. The C...ompany shall cause to be furnished to the Placement Agent at each Closing of a sale of Stocks copies of the executed Stock, together with any other documents that may be required hereunder. View More

Covenants of the Company. 3.1Covenants as to Exercise Shares. 3.2No Impairment. 3.3Notices of Record Date. 3.4Distributions. 3.5Fundamental Transactions.

Covenants of the Company. 3.1 Covenants as to Exercise Shares. 3.2 Expenses and Taxes. 3.3 No Impairment.

Covenants of the Company. (a) The Company covenants and agrees that all shares of Common Stock issuable upon exercise of this Warrant will, upon delivery, be duly and validly authorized and issued, fully-paid and non-assessable. (b) The Company covenants and agrees that it will at all times prior to expiration of this Warrant reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of all outstanding convertible securities, opt...ions, warrants and rights, including this Warrant. View More

Covenants of the Company. a.So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent pay, declare or set apart for such payment any dividend or other distribution (whether in cash, property, or other securities) on shares of capital stock solely in the form of additional shares of Common Stock b.So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent sell, lease, or otherw...ise dispose of a significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned upon a specified use of the proceeds thereof. 4 6.Reservation of Shares. The Company shall at all times, so long as any principal amount of the Note is outstanding, reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Note, five times the number of shares of Common Stock as shall at all times be sufficient to effect the conversion of all of the principal amount, plus Interest and Default Interest, if any, of the Note then outstanding ("Share Reserve"), unless the Holder stipulates otherwise in the "Irrevocable Letter of Instructions to the Transfer Agent." The calculation to determine the amount of reserve shares necessary to be maintained shall be based on a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date in which a "Share Reserve Increase Letter" is submitted to the Company. For the avoidance of doubt, there shall be no consideration given to the 0.02 or 0.007 share price when calculating the share reserve requirement. So long as this Note is outstanding, upon written request of the Holder or via telephonic communication, the Company's Transfer Agent shall furnish to the Holder the then-current number of common shares issued and outstanding, the then-current number of common shares authorized, the then-current number of unrestricted shares, and the then-current number of shares reserved for third parties. View More

Covenants of the Company. 6 (a) Effectiveness of the Registration Statement. While any amounts are due and outstanding under the Note the Company shall maintain the effectiveness of the Registration Statement, except for any time during which the SEC reviews any successor Registration Statement, post-effective amendment to any Registration Statement, prospectus supplement to any Registration Statement or other filing necessary to register securities to be offered and sold by the Company. (b) Use of Proceeds. The Company ...will use the proceeds from the Note for working capital and other general corporate purposes. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend, contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any activities or business of or with any Person that is identified on the list of Specially Designated Nationals and Blocker Persons maintained by OFAC, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions or Sanctions Programs, (iv) or in any manner or in a country or territory, that, at the time of such funding, is, or whose government is, the subject of CAATSA or CAATSA Sanctions Programs or (iv) in any other manner that will result in a violation of Applicable Laws. (c) Compliance with Laws. While any amounts are due and outstanding under the Note the Company shall comply with all Applicable Laws and will not take any action which will cause the Investor to be in violation of any such Applicable Laws. (d) The covenants set forth above shall be ongoing during the term of the Note. The Company shall promptly notify the Investor in writing should it become aware during such period (a) of any changes to these covenants, or (b) if it cannot comply with the covenants set forth herein. The Company shall also promptly notify the Investor in writing during such period should it become aware of an investigation, litigation or regulatory action relating to an alleged or potential violation of Applicable Laws. The Company shall provide such information and documentation it may have as the Investor or any of their affiliates may reasonably request to satisfy compliance with Applicable Laws. (e) Prohibition on Variable Rate Transactions. So long as the Note is outstanding, the Company shall not, without the prior written consent of the Investor, issue or sell or enter into any agreement to issue or sell, any Common Stock, Preferred Stock, options, warrants or convertible securities, after the Issuance Date that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the bid price or volume weighted average price of the shares of Common Stock, as quoted by Bloomberg, LP, but exclusive of formulations reflecting customary antidilution provisions (such as share splits, share combinations, share dividends and similar transactions) contained in any agreements or securities issued prior to the Issuance Date. For avoidance of doubt, the Company's obligations under this Section 6€ shall not apply to any agreements entered into or securities issued prior to the Issuance Date. View More

Covenants of the Company. 3.1 Covenants as to Exercise Shares. 3.2 Notices of Record Date.