Reservation of Shares Clause Example from Business Contracts

Reservation of Shares. Beginning on the Trading Date and at all times thereafter during which the Note is convertible or the Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of the Note and full exercise of the Warrant. The Company will at all times reserve at least (i) three times the number of shares of Common Stock necessary to convert the total Outstanding Balance (as defined in and determined pursuan...t to the Note, but only with respect to Conversion Eligible Tranches (as defined in the Note)) of 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 10,000,000 shares of Common Stock shall be reserved at all times for such purpose (the "Transfer Agent Reserve"). The Company further agrees that at all times following the Trading Date it will cause its transfer agent to immediately add shares of Common Stock to the Transfer Agent Reserve in increments of 1,000,000 shares as and when requested by Buyer 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 Trading Date and until such time that the Note has been paid in full and the Warrant exercised in full, the Company shall require its transfer agent to reserve for the purpose of issuance of Conversion Shares under the Note and Warrant Shares under the Warrant, a number of shares of Common Stock equal to the Transfer Agent Reserve. The Company shall further require its transfer agent to hold such shares of Common Stock exclusively for the benefit of Buyer and to issue such shares to Buyer promptly upon Buyer's delivery of a conversion notice under the Note or a Notice of Exercise under any Warrant. View More