Reservation of Shares Clause Example with 66 Variations from Business Contracts
This page contains Reservation of Shares clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Reservation of Shares. On the date hereof, Company will reserve 15,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Note (the "Share Reserve"). Company further agrees to add additional shares of Common Stock to the Share Reserve in increments of 1,000,000 shares as and when requested by Investor if as of the date of any such request the number of shares being held in the Share Reserve is less than three (3) times the number of shares of... Common Stock obtained by dividing the Outstanding Balance (as defined in the Note) as of the date of the request by the Conversion Price (as defined in the Note). Company shall further require the Transfer Agent to hold the shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice under the Note. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note to Investor out of its authorized and unissued shares, and not the Share Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Reserve. The Transfer Agent shall only issue shares out of the Share Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent.View More
Variations of a "Reservation of Shares" Clause from Business Contracts
Reservation of Shares. On At all times during which the date hereof, Note is convertible or the Warrant is exercisable, Company will reserve 15,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances the issuance of Common Stock under upon the full conversion of the Note and full exercise of the Warrant. Company will at all times reserve at least (i) three (3) times the higher of (1) the Outstanding Balance (as defined in and determined pursuant to the Note) divided by... the Lender Conversion Price (as defined in the Note), and (2) the Outstanding Balance divided by the Market Price (as defined in the Note), plus (ii) three (3) times the number of Warrant Shares deliverable upon full exercise of the Warrant (the "Share Reserve"), but in any event not less than 10,000,000 shares of Common Stock shall be reserved at all times for such purpose (the "Transfer Agent Reserve"). Company further agrees that it will cause the Transfer Agent to immediately add additional shares of Common Stock to the Share Transfer Agent Reserve in increments of 1,000,000 shares as and when requested by Investor if as of in writing from time to time, provided that such incremental increases do not cause the Transfer Agent Reserve to exceed the Share Reserve. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full and the Warrant exercised in full, Company shall require the Transfer Agent to reserve for the purpose of any such request issuance of Conversion Shares under the number of shares being held in Note and Warrant Shares under the Share Reserve is less than three (3) times the Warrant, a number of shares of Common Stock obtained by dividing equal to the Outstanding Balance (as defined in the Note) as of the date of the request by the Conversion Price (as defined in the Note). Transfer Agent Reserve. Company shall further require the Transfer Agent to hold the such shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice under the Note. Note or a Notice of Exercise under the Warrant. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note and the Warrant to Investor out of its authorized and unissued shares, and not the Share Transfer Agent Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Transfer Agent Reserve. The Transfer Agent shall only issue shares out of the Share Transfer Agent Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent. 3 8. Investor's Consent Right to New Issuances. As additional consideration for Investor's agreement to purchase the Note and the Warrant as set forth herein and as a material inducement to Investor to enter into this Agreement and the other Transaction Documents, Company hereby covenants and agrees that if Company makes Variable Security Issuances (as defined below) to more than four (4) individuals or entities other than Investor, then from and after the date of the Variable Security Issuance to the fourth (4th) person or entity and until all of Company's obligations under the Note are paid and performed in full, Company shall not enter into any additional Variable Security Issuances without first obtaining Investor's written consent. For purposes hereof, the term "Variable Security Issuance" means any transaction pursuant to Section 3(a)(9) or Section 3(a)(10) of the 1933 Act, equity line of credit or financing arrangement or other transaction that involves issuing Company securities that are convertible into Common Stock (including without limitation selling convertible debt, warrants or convertible preferred stock) with a conversion price that varies with the market price of the Common Stock. View More
Reservation of Shares. On the date hereof, Company will reserve 15,000,000 15,545,454 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Note (the "Share Reserve"). Company further agrees to add additional shares of Common Stock to the Share Reserve in increments of 1,000,000 shares as and when reasonably requested by Investor if as of the date of any such request the number of shares being held in the Share Reserve is less than three (3) 1.5 tim...es the number of shares of Common Stock obtained by dividing the Outstanding Balance (as defined in the Note) as of the date of the request by the Conversion Price (as defined in the Note). Company shall further require the Transfer Agent to hold the shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice under the Note. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note to Investor out of its authorized and unissued shares, and not the Share Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Reserve. The Transfer Agent shall only issue shares out of the Share Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent.View More
Reservation of Shares. On the date hereof, Company will reserve 15,000,000 275,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Note (the "Share Reserve"). Company further agrees to add additional shares of Common Stock to the Share Reserve in increments of 1,000,000 10,000 shares as and when requested by Investor if as of the date of any such request the number of shares being held in the Share Reserve is less than three (3) times the numb...er of shares of Common Stock obtained by dividing the Outstanding Balance (as defined in the Note) as of the date of the request by the Redemption Conversion Price (as defined in the Note). Company shall further require the Transfer Agent to hold the shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice Redemption Notice under the Note. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note to Investor out of its authorized and unissued shares, and not the Share Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Reserve. The Transfer Agent shall only issue shares out of the Share Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent. 4 8. Terms of Future Financings. At Company's option, so long as the Note is outstanding, upon any issuance by Company of any debt security with any term or condition more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Investor in the Transaction Documents, Company shall (i) notify Investor of such additional or more favorable term and such term, at Investor's option, shall become a part of the Transaction Documents for the benefit of Investor or (ii) choose to satisfy any outstanding obligation under the Note at the time of closing such more favorable issuance. Additionally, if Company fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted such a term to any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part of the Transaction Documents retroactive to the date on which such term was granted to the applicable third party. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion lookback periods, interest rates, original issue discounts, stock sale price, conversion price per share, warrant coverage, warrant exercise price, and anti-dilution/conversion and exercise price resets. View More
Reservation of Shares. On At all times during which the date hereof, Note is convertible or the Warrant is exercisable, Company will reserve 15,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances the issuance of Common Stock under upon the full conversion of the Note and full exercise of the Warrant. Company will at all times reserve at least (i) two and one half (2.5) times the higher of (1) the Outstanding Balance (as defined in and determined pursuant to the Not...e) divided by the Lender Conversion Price (as defined in and determined pursuant to the Note), and (2) the Outstanding Balance divided by the Market Price (as defined in and determined pursuant to the Note), plus (ii) two and one half (2.5) times the number of Warrant Shares (as determined pursuant to the Warrant) deliverable upon full exercise of the Warrant (the "Share Reserve"), but in any event not less than 19,000,000 shares of Common Stock shall be reserved at all times for such purpose (the "Transfer Agent Reserve"). Company further agrees that it will cause the Transfer Agent to immediately add additional shares of Common Stock to the Share Transfer Agent Reserve in increments of 1,000,000 2,500,000 shares as and when requested by Investor if as of in writing from time to time, provided that such incremental increases do not cause the Transfer Agent Reserve to exceed the Share Reserve. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full and the Warrant exercised in full, Company shall require the Transfer Agent to reserve for the purpose of any such request issuance of Conversion Shares under the number of shares being held in Note and Warrant Shares under the Share Reserve is less than three (3) times the Warrant, a number of shares of Common Stock obtained by dividing equal to the Outstanding Balance (as defined in the Note) as of the date of the request by the Conversion Price (as defined in the Note). Transfer Agent Reserve. Company shall further require the Transfer Agent to hold the such shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice under the Note. Note or a Notice of Exercise under the Warrant. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note and the Warrant to Investor out of its authorized and unissued shares, and not the Share Transfer Agent Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Transfer Agent Reserve. The Transfer Agent shall only issue shares out of the Share Transfer Agent Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent. View More
Reservation of Shares. On At all times during which the date hereof, Note is convertible or the Warrant is exercisable, Company will reserve 15,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances the issuance of Common Stock under upon the full conversion of the Note and full exercise of the Warrant. Company will at all times reserve at least (i) two (2) times the Outstanding Balance divided by the Market Price (as defined in and determined pursuant to the Note) as... of the date of determination, plus (ii) two (2) times the number of Warrant Shares (as determined pursuant to the Warrant) deliverable upon full exercise of the Warrant (the "Share Reserve"), but in any event not less than 2,500,000 shares of Common Stock shall be reserved at all times for such purpose (the "Transfer Agent Reserve"). Company further agrees that it will cause the Transfer Agent to immediately add additional shares of Common Stock to the Share Transfer Agent Reserve in increments of 1,000,000 200,000 shares as and when requested by Investor if as of in writing from time to time, provided that such incremental increases do not cause the Transfer Agent Reserve to exceed the Share Reserve. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full and the Warrant exercised in full, Company shall require the Transfer Agent to reserve for the purpose of any such request issuance of Conversion Shares under the number of shares being held in Note and Warrant Shares under the Share Reserve is less than three (3) times the Warrant, a number of shares of Common Stock obtained by dividing equal to the Outstanding Balance (as defined in the Note) as of the date of the request by the Conversion Price (as defined in the Note). Transfer Agent Reserve. Company shall further require the Transfer Agent to hold the such shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice under the Note. Note or a Notice of Exercise under the Warrant. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note and the Warrant to Investor out of its authorized and unissued shares, and not the Share Transfer Agent Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Transfer Agent Reserve. The Transfer Agent shall only issue shares out of the Share Transfer Agent Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent. View More
Reservation of Shares. On At all times during which the date hereof, Note is convertible or the Warrant is exercisable, Company will reserve 15,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances the issuance of Common Stock under upon the full conversion of the Note and full exercise of the Warrant. Company will at all times reserve at least (i) three times the higher of (1) the Outstanding Balance (as defined in and determined pursuant to the Note) divided by the... Lender Conversion Price (as defined in and determined pursuant to the Note), and (2) the Outstanding Balance divided by the Market Price (as defined in and determined pursuant to the Note), plus (ii) three times the number of Warrant Shares (as determined pursuant to the Warrant) deliverable upon full exercise of the Warrant (the "Share Reserve"), but in any event not less than 925,000 shares of Common Stock shall be reserved at all times for such purpose (the "Transfer Agent Reserve"). Company further agrees that it will cause the Transfer Agent to immediately add additional shares of Common Stock to the Share Transfer Agent Reserve in increments of 1,000,000 100,000 shares as and when requested by Investor if as of in writing from time to time, provided that such incremental increases do not cause the Transfer Agent Reserve to exceed the Share Reserve. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full and the Warrant exercised in full, Company shall require the Transfer Agent to reserve for the purpose of any such request issuance of Conversion Shares under the number of shares being held in Note and Warrant Shares under the Share Reserve is less than three (3) times the Warrant, a number of shares of Common Stock obtained by dividing equal to the Outstanding Balance (as defined in the Note) as of the date of the request by the Conversion Price (as defined in the Note). Transfer Agent Reserve. Company shall further require the Transfer Agent to hold the such shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice under the Note. Note or a Notice of Exercise under the Warrant. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note and the Warrant to Investor out of its authorized and unissued shares, and not the Share Transfer Agent Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Transfer Agent Reserve. The Transfer Agent shall only issue shares out of the Share Transfer Agent Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent. View More
Reservation of Shares. On At all times during which the date hereof, Note is convertible or the Warrant is exercisable, Company will reserve 15,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances the issuance of Common Stock under upon the full conversion of the Note and full exercise of the Warrant. Company will at all times reserve at least (i) three times the higher of (1) the Outstanding Balance (as defined in and determined pursuant to the Note) divided by the... Lender Conversion Price (as defined in and determined pursuant to the Note), and (2) the Outstanding Balance divided by the Market Price (as defined in and determined pursuant to the Note), plus (ii) three times the number of Warrant Shares (as determined pursuant to the Warrant) deliverable upon full exercise of the Warrant (the "Share Reserve"), but in any event not less than 9,250,000 shares of Common Stock shall be reserved at all times for such purpose (the "Transfer Agent Reserve"). Company further agrees that it will cause the Transfer Agent to immediately add additional shares of Common Stock to the Share Transfer Agent Reserve in increments of 1,000,000 shares as and when requested by Investor if as of in writing from time to time, provided that such incremental increases do not cause the Transfer Agent Reserve to exceed the Share Reserve. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full and the Warrant exercised in full, Company shall require the Transfer Agent to reserve for the purpose of any such request issuance of Conversion Shares under the number of shares being held in Note and Warrant Shares under the Share Reserve is less than three (3) times the Warrant, a number of shares of Common Stock obtained by dividing equal to the Outstanding Balance (as defined in the Note) as of the date of the request by the Conversion Price (as defined in the Note). Transfer Agent Reserve. Company shall further require the Transfer Agent to hold the such shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice under the Note. Note or a Notice of Exercise under the Warrant. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note and the Warrant to Investor out of its authorized and unissued shares, and not the Share Transfer Agent Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Transfer Agent Reserve. The Transfer Agent shall only issue shares out of the Share Transfer Agent Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent. View More
Reservation of Shares. On At all times during which the date hereof, Note is convertible or the Warrant is exercisable, Company will reserve 15,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances the issuance of Common Stock under upon the full conversion of the Note and full exercise of the Warrant. Company will at all times reserve at least (i) three (3) times the higher of (1) the Outstanding Balance (as defined in and determined pursuant to the Note) divided by... the Lender Conversion Price (as defined in and determined pursuant to the Note), and (2) the Outstanding Balance divided by the Market Price (as defined in and determined pursuant to the Note), plus (ii) the number of Warrant Shares (as determined pursuant to the Warrant) deliverable upon full exercise of the Warrant (the "Share Reserve"), but in any event not less than 2,000,000 shares of Common Stock shall be reserved at all times for such purpose (the "Transfer Agent Reserve"). Company further agrees that it will cause the Transfer Agent to immediately add additional shares of Common Stock to the Share Transfer Agent Reserve in increments of 1,000,000 500,000 shares as and when requested by Investor if as of in writing from time to time, provided that such incremental increases do not cause the Transfer Agent Reserve to exceed the Share Reserve. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full and the Warrant exercised in full, Company shall require the Transfer Agent to reserve for the purpose of any such request issuance of Conversion Shares under the number of shares being held in Note and Warrant Shares under the Share Reserve is less than three (3) times the Warrant, a number of shares of Common Stock obtained by dividing equal to the Outstanding Balance (as defined in the Note) as of the date of the request by the Conversion Price (as defined in the Note). Transfer Agent Reserve. Company shall further require the Transfer Agent to hold the such shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice under the Note. Note or a Notice of Exercise under the Warrant. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note and the Warrant to Investor out of its authorized and unissued shares, and not the Share Transfer Agent Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Transfer Agent Reserve. The Transfer Agent shall only issue shares out of the Share Transfer Agent Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent. View More
Reservation of Shares. On At all times during which the date hereof, Note is convertible or the Warrant is exercisable, Company will reserve 15,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances the issuance of Common Stock under upon the full conversion of the Note and full exercise of the Warrant. Company will at all times reserve at least (i) three (3) times the higher of (1) the Outstanding Balance (as defined in and determined pursuant to the Note) divided by... the Lender Conversion Price (as defined in and determined pursuant to the Note), and (2) the Outstanding Balance divided by the Market Price (as defined in and determined pursuant to the Note), plus (ii) three times the number of Warrant Shares (as determined pursuant to the Warrant) deliverable upon full exercise of the Warrant (the "Share Reserve"), but in any event not less than 600,000 shares of Common Stock shall be reserved at all times for such purpose (the "Transfer Agent Reserve"). Company further agrees that it will cause the Transfer Agent to immediately add additional shares of Common Stock to the Share Transfer Agent Reserve in increments of 1,000,000 100,000 shares as and when requested by Investor if as of in writing from time to time, provided that such incremental increases do not cause the Transfer Agent Reserve to exceed the Share Reserve. In furtherance thereof, from and after the date hereof and until such time that the Note has been paid in full and the Warrant exercised in full, Company shall require the Transfer Agent to reserve for the purpose of any such request issuance of Conversion Shares under the number of shares being held in Note and Warrant Shares under the Share Reserve is less than three (3) times the Warrant, a number of shares of Common Stock obtained by dividing equal to the Outstanding Balance (as defined in the Note) as of the date of the request by the Conversion Price (as defined in the Note). Transfer Agent Reserve. Company shall further require the Transfer Agent to hold the such shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice under the Note. Note or a Notice of Exercise under the Warrant. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note and the Warrant to Investor out of its authorized and unissued shares, and not the Share Transfer Agent Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Transfer Agent Reserve. The Transfer Agent shall only issue shares out of the Share Transfer Agent Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent. View More
Reservation of Shares. On the date hereof, Company will reserve 15,000,000 5,750,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Note (the "Share Reserve"). Company further agrees to add additional shares of Common Stock to the Share Reserve in increments of 1,000,000 100,000 shares as and when requested by Investor if as of the date of any such request the number of shares being held in the Share Reserve is less than three (3) times the n...umber of shares of Common Stock obtained by dividing the Outstanding Balance (as defined in the Note) as of the date of the request by the Conversion Common Stock Redemption Price (as defined in the Note). Company shall further require the Transfer Agent to hold the shares of Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor's delivery of a conversion notice Redemption Notice under the Note. Finally, Company shall require the Transfer Agent to issue shares of Common Stock pursuant to the Note to Investor out of its authorized and unissued shares, and not the Share Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Share Reserve. The Transfer Agent shall only issue shares out of the Share Reserve to the extent there are no other authorized shares available for issuance and then only with Investor's written consent. 4 8. Most Favored Nation. So long as the Note is outstanding, upon any issuance by Company of any debt or convertible security with any term or condition more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable term and such term, at Investor's option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally, if Company fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted such a term to any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part of the Transaction Documents retroactive to the date on which such term was granted to the applicable third party. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion lookback periods, interest rates, original issue discounts, stock sale price, conversion price per share, warrant coverage, warrant exercise price, and anti-dilution/conversion and exercise price resets. View More
