Underlying Common Stock Clause Samples

Underlying Common Stock. The Common Stock comprising the Units together with the Common Stock issuable upon exercise of the Warrants.

Underlying Common Stock. The Company agrees to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Underlying Common Stock to enable the Company to satisfy any obligations to issue Underlying Common Stock upon conversion of the Notes.

Underlying Common Stock. At Closing SPNI shall not have available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Convertible Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Convertible Preferred Stock; and accordingly SPNI shall as soon as practical after Closing such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Articles of Incorporation and filings with the SEC.

Underlying Common Stock. The term "Underlying Common Stock" refers to ----------------------- the shares of Common Stock (or Other Securities) issuable under this Warrant Agreement and the Warrants pursuant to the exercise, in whole or in part, of the Warrants.

Underlying Common Stock. Even though the Shares, like other shares of Series G Preferred Stock are by their terms convertible into Common Stock at a rate of 1000 shares of Common Stock for every share of Series G Preferred Stock, Subscriber acknowledges that the Shares are not presently so convertible because all authorized but unissued shares of Common Stock are already reserved for issuances other than the Shares. Subscriber further understands that Company has agreed to submit to Company’s shareholders a resolution to increase the number of authorized shares of Common Stock from 175,000,000 to 250,000,000 and to reserve a portion of the newly authorized shares of Common Stock for the conversion of the Shares into Common Stock. Subscriber agrees that the Shares shall not be convertible into Common Stock until such time that there are sufficient shares of Common Stock available for issuance. Company agrees to make its best efforts to cause such shares of Common Stock to be authorized by the shareholders and available for issuance upon conversion of the Shares.

Underlying Common Stock. When and, to the extent issued upon conversion of each Note in accordance with its terms, any Underlying Common Stock will be duly authorized and validly issued, fully paid and non-assessable, and the issuance of any Underlying Common Stock will not be subject to any preemptive rights, call options, rights of first refusal, subscription rights, transfer restrictions or similar rights of any person, will not be in violation of the Organizational Documents of the Company or in breach or violation of any contract, and will not be issued in violation of any such preemptive rights, call options, rights of first refusal, subscription rights, transfer restrictions or similar rights of any person.

Underlying Common Stock. The Company has all the requisite corporate power and authority to issue the Underlying Common Stock issuable upon conversion of the Notes. The Underlying Common Stock has been duly and validly authorized by the Company and reserved for issuance upon such conversion and, and when issued upon conversion of the Notes in accordance with the terms of the Notes, will be validly issued, fully paid and non-assessable, and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights; and, when issued upon conversion of the Notes, will be free of any restriction upon the voting or transfer thereof pursuant to Bermuda’s The Companies Act of 1981 or the Organizational Documents (as defined below) of the Company or any of the Subsidiaries or any agreement or other instrument to which the Company is a party or to which it is bound.

Underlying Common Stock. (a) The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Series A Preferred Stock, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Series A Preferred Stock then outstanding. Any shares of Common Stock issued upon conversion of Series A Preferred Stock shall be (A) duly authorized, validly issued and fully paid and nonassessable, (B) shall rank pari passu with the other shares of Common Stock outstanding from time to time and (C) shall be approved for listing on the Nasdaq Global Select Stock Market (or, if the Common Stock is not traded on Nasdaq Global Select Stock Market, the principal national securities exchange or market on which the Common Stock is listed or admitted to trading (including any over-the-counter market)). (b) The Company will use its commercially reasonable efforts to cause and maintain the listing of shares of Common Stock on the Nasdaq Global Select Market. The Company shall not voluntarily delist the Common Stock from the Exchange. In the event that the Common Stock is delisted from the Exchange, the Company shall use its commercially reasonable efforts to take, or cause to be taken, all actions necessary to have such shares of Common Stock to be promptly listed for trading on any of the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, The New York Stock Exchange or any other United States national securities exchange.

Underlying Common Stock. (i) The shares of Common Stock to be issued and sold by the Company pursuant to the Purchase Contracts have been duly authorized and reserved for issuance and, when issued and delivered in accordance with the provisions of the Purchase Contract Agreement, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Prospectus and (ii) the Rights, if any, issuable upon satisfaction of Holders' obligations under the Purchase Contracts have been duly authorized and, when and if issued in accordance with the terms of the Purchase Contract Agreement and the Stockholder Rights Agreement, will have been validly issued and will conform to the description thereof in the Prospectus.