Common use of Common Stock Issuable Upon Conversion Clause in Contracts

Common Stock Issuable Upon Conversion. (a) The Company covenants that all Conversion Shares which may be issued upon conversion of this Note shall, upon issuance, be fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, except restrictions on resale or other transfer imposed under the Securities Act of 1933, as amended, and the Company’s by-laws and certificate of incorporation, and as may be hereafter amended or restated. (b) The Company covenants that as soon as practicable after the final closing of the Offering pursuant to which this Note is being issued, the Company shall cause a special meeting of its stockholders to be held for the purpose of amending the Company’s certificate of incorporation to increase the Company’s authorized Common Stock, and upon obtaining such approval it will at all times reserve and keep available out of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue the shares of Common Stock or other Conversion Shares upon conversion of the Notes as required hereunder, the number of shares of Common Stock or other Conversion Shares which are then issuable and deliverable upon the conversion of (and otherwise in respect of) this entire Note (taking into account the adjustments set forth in Section 2.5 hereof, free from preemptive rights or any other contingent purchase rights of persons other than the Holder.

Common Stock Issuable Upon Conversion. (a) The Company covenants that all Conversion Shares which may be issued upon conversion of this Note shall, upon issuance, be fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, except restrictions on resale or other transfer imposed under the Securities Act of 1933, as amended, and the Company’s 's by-laws and certificate of incorporation, and as may be hereafter amended or restated. (b) The Company covenants that as soon as practicable after the final closing of the Offering pursuant to which this Note is being issued, the Company shall cause a special meeting of its stockholders to be held for the purpose of amending the Company’s 's certificate of incorporation to increase the Company’s 's authorized Common Stock, and upon obtaining such approval it will at all times reserve and keep available out of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue the shares of Common Stock or other Conversion Shares upon conversion of the Notes as required hereunder, the number of shares of Common Stock or other Conversion Shares which are then issuable and deliverable upon the conversion of (and otherwise in respect of) this entire Note (taking into account the adjustments set forth in Section 2.5 hereof, free from preemptive rights or any other contingent purchase rights of persons other than the Holder.