Authorization and Reservation Requirements Sample Clauses

The 'Authorization and Reservation Requirements' clause establishes the conditions under which a party must obtain approval or reserve resources before taking certain actions under the agreement. Typically, this clause outlines the specific permissions needed, such as written consent from the other party or advance notice, and may detail the process for making reservations, like booking facilities or scheduling services. Its core function is to ensure that all necessary permissions are secured and resources are properly allocated, thereby preventing unauthorized actions and avoiding conflicts over resource availability.
Authorization and Reservation Requirements. The Company represents that it has at least 1,500,000,000 authorized shares of Common Stock and covenants that it will initially reserve (the “Initial Share Reservation”) from its authorized and unissued Common Stock a number of shares of Common Stock equal to at least 150% of the Original Principal Amount of the Debentures, divided by the Conversion Price in effect on the date of the Initial Share Reservation, free from preemptive rights, to provide for the issuance of Common Stock upon the conversion of the Debentures (the “Initial Share Reservation Requirement”). The Company further covenants that, beginning on the date hereof, and continuing throughout the period that any Debentures remain outstanding, the Company shall at all times have authorized, and reserved (together with the Initial Share Reservation Requirement, collectively referred to as the “Ongoing Share Reservation Requirement”) for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding portion of the Debentures and issuance of the Conversion Shares in connection therewith (based on the Conversion Price (as defined in the Debentures) in effect from time to time). The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of or otherwise pursuant to the Debentures without the consent of the Buyers. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at no less than 100% of the number that is then actually issuable upon full conversion of the Debentures (based on the Conversion Price (as defined in the Debentures) in effect from time to time) (without regard to any limitations on the number of shares issuable upon the Conversion of the Debentures).
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Authorization and Reservation Requirements. The Company represents that it has at least 100,000,000 authorized shares of Common Stock and that it has reserved (pro rata as to each Buyer, based upon the initial principal amount of its Debenture) from its authorized and unissued Common Stock at least 35,000,000 shares of Common Stock, free from preemptive rights, to provide for the issuance of Common Stock upon the conversion of the Debentures and to provide for the issuance of Common Stock upon the exercise of the Warrants (as defined in the SPA).
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Related to Authorization and Reservation Requirements

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  • Certification Requirements The hospice program certifies and attaches hereto documentation that: (a) it is Medicare approved and meets all Medicare conditions of participation (42 CFR 418); and (b) is licensed pursuant to any applicable state or local law.

  • Qualification Requirements In addition to ITB 13.1, ITB 13.2, and ITB 13.3 (b), the potential bidder must also fulfill the following:- a) The Bidder must be a Manufacturer or an Authorized Dealer or service provider for sales & service continuously from last one- year.

  • Compliance with Registration Requirements The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T.

  • Notification Requirements 1. If the Family Leave is foreseeable, the employee must provide the agency/department with thirty (30) calendar days notice of his or her intent to take Family Leave. 2. If the event necessitating the Family Leave becomes known to the employee less than thirty (30) calendar days prior to the employee's need for Family Leave, the employee must provide as much notice as possible. In no case shall the employee provide notice later than five (5) calendar days after he or she learns of the need for Family Leave. 3. For foreseeable leave due to a qualifying exigency, an employee must provide notice of the need for leave as soon as practicable, regardless of how far in advance such leave is foreseeable. 4. When the Family Leave is for the purpose of the scheduled medical treatment or planned medical care of a child, parent, spouse or registered domestic partner, the employee shall, to the extent practicable, schedule treatment and/or care in a way that minimizes disruption to agency/department operations.