Grouped Into 39 Collections of Similar Clauses From Business Contracts
This page contains Reservation of Shares clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance upon the exercise of this Warrant such number of shares of the Common Stock as shall be required for issuance upon exercise of this Warrant. The Company further agrees that all Warrant Shares will be duly authorized and will, upon issuance and payment of the exercise price therefor, be validly issued, fully paid and non-assessable, free from all taxes, liens, charges and encumbrances with respect to the issuance the...reof, other than taxes, if any, in respect of any transfer occurring contemporaneously with such issuance and other than transfer restrictions imposed by federal and state securities laws. Except and to the extent as waived or consented to in writing by the Holder, the Company shall not by any action, including, without limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.View More
Reservation of Shares. The Holder and the Company understand that following the Private Placement, the Company will not have sufficient number of authorized shares for issuance if this Warrant is exercised by the Holder. As such, the Company agrees to, within a reasonable time following the Private Placement, seek shareholder approval to increase the number of authorized shares by at least seven million (7,000,000) shares, such that the Holder can exercise this Warrant in its entirety and any other shareholders who re...turn shares to the Company's treasury and are issued warrants similar to this Warrant are able to exercise such other warrants in its entirety. Upon obtaining shareholder approval, the Company shall immediately file a certificate of amendment to the Company's Articles of Incorporation with the Nevada Secretary of State to effectuate the increase in the number of shares of Common Stock that are duly authorized (the "Certificate of Amendment"). The Company and Holder agree that the Holder shall have a right of first refusal to exercise the Warrant in its entirety prior to the Company issuing any shares of Common Stock to anyone in any transaction subsequent to the completion of the Private Placement. The Holder's right to exercise this Warrant shall remain effective for a four-year period following shareholder authorization of the Newly Authorized Shares. The Holder understands and acknowledges that (i) the Company shall not reserve any shares of the Company's Common Stock for issuance upon exercise of this Warrant unless and until the Certificate of Amendment has been duly filed and is effective, and (ii) the Warrant cannot be exercised unless and until the Certificate of Amendment has been duly filed and is effective. The Company hereby agrees that at all times following effectiveness of the Certificate of Amendment, there shall be reserved for issuance upon a sufficient number of shares to allow for the exercise of this Warrant such number of shares in full. The Company hereby represents and warrants that upon effectiveness of the Common Stock as shall be required for issuance upon exercise Certificate of this Warrant. The Company further agrees that Amendment, all Warrant Shares will be duly authorized and will, upon issuance and payment of the exercise price therefor, be validly issued, fully paid and non-assessable, free from all taxes, liens, charges and encumbrances with respect to the issuance thereof, other than taxes, if any, in respect of any transfer occurring contemporaneously with such issuance and other than transfer restrictions imposed by federal and state securities laws. Except and to the extent as waived or consented to in writing by the Holder, the Company shall not by any action, including, without limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. 3 Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. View More
Reservation of Shares. The Company covenants that it will at all time reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon exercise of this Warrant, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of this Warrant shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens, and charges with r...espect to the issue thereof.View More
Reservation of Shares. The Company covenants that it will at all time reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon exercise of this Warrant, Option, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. Option. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of this Warrant Option shall be duly and validly issued and fully paid and non-assessable and free from all taxes, li...ens, and charges with respect to the issue thereof. View More
Reservation of Shares. During the Option Period, the Company will reserve from its authorized and unissued Common Stock, or from its treasury stock (or part from both), a sufficient number of shares to provide for the delivery of the Optioned Shares upon exercise of the Option in accordance herewith and subject to the provisions of Section 7 hereof. If the Option should expire, lapse or otherwise become unexercisable for any reason specified in or contemplated by this Agreement or the Plan, to the extent that the Opti...on shall not have been exercised as to the full number of the Optioned Shares subject thereto, the unpurchased Optioned Shares shall be deemed freed automatically from any such reservation and shall become immediately available for issuance and delivery pursuant to other option agreements under the Plan.View More
Reservation of Shares. During the Option Period, the Company will reserve from its authorized and unissued Common Stock, or from its treasury stock (or part from both), a sufficient number of shares to provide for the delivery of the Optioned Shares upon exercise of the Option in accordance herewith and subject to the provisions of Section 7 hereof. If the Option should expire, lapse or otherwise become unexercisable for any reason specified in or contemplated by this Agreement or the Plan, to the extent that the Opti...on shall not have been exercised as to the full number of the Optioned Shares subject thereto, the unpurchased Optioned Shares shall be deemed freed automatically from any such reservation and shall become immediately available for issuance and delivery pursuant to other option agreements under the Plan. 4 10. Corporate Law Status of Shares. The shares of Common Stock issuable upon exercise of the Option in accordance herewith, upon issuance, delivery and payment for such shares in accordance with Section 7 of this Agreement, shall constitute validly issued and outstanding shares of capital stock of the Company. When so paid for, such shares will be fully paid and non-assessable. Throughout the Option Period (subject to the foreshortening thereof under Section 8 hereof), the Company will have full legal right and authority to issue and deliver the Optioned Shares as contemplated by this Agreement. You shall have none of the rights of a shareholder until the Optioned Shares are in fact issued and delivered to you. View More
Reservation of Shares. At all times while this Note shall be convertible into shares of common stock, the Company shall reserve and keep available out of its authorized but unissued shares of common stock solely for the purpose of effecting the conversion of this Note such number of its shares of such common stock as shall from time to time be sufficient to effect the conversion of this Note in full. In the event that the number of authorized but unissued shares of such common stock shall not be sufficient to effect t...he conversion of the entire outstanding principal amount of this Note, then in addition to such other remedies as shall be available to the Holder, the Company shall take such corporate action as may be necessary to increase its authorized but unissued shares of such common stock to such number of shares as shall be sufficient for such purpose.View More
Reservation of Shares. At all times while this Series B Note shall be convertible into shares of common stock, the Company shall reserve and keep available out of its authorized but unissued shares of common stock solely for the purpose of effecting the conversion of this Series B Note such number of its shares of such common stock as shall from time to time be sufficient to effect the conversion of this Series B Note in full. In the event that the number of authorized but unissued shares of such common stock shall no...t be sufficient to effect the conversion of the entire outstanding principal amount of this Series B Note, then in addition to such other remedies as shall be available to the Holder, the Company shall take such corporate action as may be necessary to increase its authorized but unissued shares of such common stock to such number of shares as shall be sufficient for such purpose. View More
Reservation of Shares. The Company shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.
Reservation of Shares. The Company Corporation shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.
Reservation of Shares. The Company Corporation shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.
Reservation of Shares. On the date hereof, Company will reserve 3,281,250 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 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 shares from the Share Reserve to Investor promptly upon Investor's delivery of a Conversion Notice (as defined in the Not...e) under the Note.View More
Reservation of Shares. On the date hereof, Company will reserve 3,281,250 884,696 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock under the Note and Warrant (the "Share Reserve"). 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 from the Share Reserve to Investor promptly upon Investor's delivery of a Conversion Noti...ce (as defined in the Note) conversion notice under the Note. Note or a notice of exercise under the Warrant. View More
Reservation of Shares. The Company shall at all times reserve, for the purpose of issuance on exercise of this Warrant such number of shares of Common Stock or such class or classes of capital stock or other securities as shall from time to time be sufficient to comply with this Warrant and the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized and unissued Common Stock or such other class or classes of capital stock or other securities to such numbe...r as shall be sufficient for that purpose.View More
Reservation of Shares. The Company shall at all times reserve, for the purpose of issuance on exercise of this Warrant such number of shares of Common Stock or such class or classes of capital stock or other securities as shall from time to time be sufficient to comply with this Warrant and the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized and unissued Common Stock or such other class or classes of capital stock or other securities to such numbe...r as shall be sufficient for that purpose. -7- 5. Survival. All agreements, covenants, representations and warranties herein shall survive the execution and delivery of this Warrant and any investigation at any time made by or on behalf of any parties hereto and the exercise, sale and purchase of this Warrant (and any other securities or property) issuable on exercise hereof. View More
Reservation of Shares. At all times during the term of this Option, the Company shall use its best efforts to reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Agreement.
Reservation of Shares. At all times during the term of this the Stock Option, the Company shall use its best efforts to reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of this Agreement.
Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant (the "Warrant Shares").
Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant (the "Warrant Shares"). The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable sh...ares of Common Stock of the Company. View More
