VALIDITY AND RESERVATION Clause Samples

The 'Validity and Reservation' clause defines the period during which an offer, agreement, or reservation remains effective and binding on the parties involved. Typically, it specifies the start and end dates of validity, and may outline conditions under which a reservation is held or can be cancelled, such as deadlines for confirmation or payment. This clause ensures both parties are clear on the timeframe for commitment, reducing misunderstandings and protecting against disputes over expired offers or lapsed reservations.
VALIDITY AND RESERVATION. The Company covenants that all Warrant Shares issued upon exercise of this Warrant will be validly issued, fully paid, nonassessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale (except encumbrances or restrictions arising under federal or state securities laws), and not subject to preemptive rights. The Company agrees that, as long as this Warrant may be exercised, the Company will have duly authorized and reserved for issuance upon exercise of this Warrant a sufficient number of shares of Common Stock or other shares of capital stock of the Company as are from time to time issuable upon exercise of this Warrant and from time to time will take all steps necessary to amend its Articles of Incorporation to provide sufficient reserves of Common Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall constitute full authority to the Company's officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for Common Stock upon the exercise of this Warrant.
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VALIDITY AND RESERVATION. The Company represents and warrants that this Warrant has been duly authorized and validly issued and is the binding obligation of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock such number of shares of Common Stock for which this Warrant may from time to time be issuable. The Company covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefore, all shares of Common Stock shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder.
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Related to VALIDITY AND RESERVATION

  • Exceptions and Reservations There are excepted and reserved from the demise in favour of the Lessor and all others now entitled or who may become entitled: - the free and uninterrupted passage and running of water sewage electricity telephone and other services or supplies from and to other parts of the Property and the Building in and through the Pipes which now are or may after the date of this Lease during the Term be in under or over the Premises; the right to construct and to maintain in on under or over the Premises at any time during the Term any Pipes for the benefit of any part of the land and the Building; the right at any time during the term and upon reasonable notice except in cases of emergency to enter the Premises: - to inspect the condition and state of repair of the Premises; to inspect cleanse connect or to repair remove replace with others alter or execute any works whatever to or in connection with the Pipes easements or services referred to in Clause 2.3 (a) and 2.3 (b); to view the state and condition of and repair and maintain the Premises and any other buildings erected on the land after the date of this Lease; to carry out work or do anything whatsoever comprised within the Lessor’s obligations within this Lease; to take schedules or inventories of fixtures fittings and other items to be yielded up on the expiry of the Term; to exercise any of the rights granted to the Lessor by this Lease; the right to erect scaffolding for the purpose of inspecting repairing or cleaning the Premises and the Building after the date of this Lease notwithstanding that such scaffolding may temporarily restrict the access to or use and enjoyment of the Premises; the rights of light air support shelter protection and all other easements and rights now or after the date of this Lease belonging to or enjoyed by other parts of the Premises and any adjoining property owned by or in the possession of the Lessor; and the right to reasonable access to the Premises for the purpose of cleaning and maintaining in good repair and condition the lifts (if any) that open into the Premises.

  • Authorization and Reservation of Shares The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion or exercise of the outstanding Note and issuance of the Conversion Shares in connection therewith (based on the Conversion Price of the Note in effect from time to time) and as otherwise required by the Note. The Company shall not reduce the number of shares of Common Stock reserved for issuance upon conversion of Note without the consent of the Buyer. The Company shall at all times maintain the number of shares of Common Stock so reserved for issuance at an amount (“Reserved Amount”) equal to five times the number that is then actually issuable upon full conversion of the Note and Additional Note (based on the Conversion Price of the Note in effect from time to time). If at any time the number of shares of Common Stock authorized and reserved for issuance (“Authorized and Reserved Shares”) is below the Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional shares to meet the Company’s obligations under this Section 4(g), in the case of an insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Reserved Amount. If the Company fails to obtain such shareholder approval within thirty (30) days following the date on which the number of Reserved Amount exceeds the Authorized and Reserved Shares, the Company shall pay to the Buyer the Standard Liquidated Damages Amount, in cash or in shares of Common Stock at the option of the Buyer. If the Buyer elects to be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment. In order to ensure that the Company has authorized a sufficient amount of shares to meet the Reserved Amount at all times, the Company must deliver to the Buyer at the end of every month a list detailing (1) the current amount of shares authorized by the Company and reserved for the Buyer; and (2) amount of shares issuable upon conversion of the Note and as payment of interest accrued on the Note for one year. If the Company fails to provide such list within five (5) business days of the end of each month, the Company shall pay the Standard Liquidated Damages Amount, in cash or in shares of Common Stock at the option of the Buyer, until the list is delivered. If the Buyer elects to be paid the Standard Liquidated Damages Amount in shares of Common Stock, such shares shall be issued at the Conversion Price at the time of payment.

  • Severability and Reformation If any one or more of the terms, provisions, covenants or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and effect, and the invalid, void or unenforceable provisions shall be deemed severable. Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

  • Loop Reservations 2.9.3.1 For a Mechanized LMU, NTBS may reserve up to ten (10) Loop facilities. For a Manual LMUSI, NTBS may reserve up to three (3) Loop facilities. 2.9.3.2 NTBS may reserve facilities for up to four (4) business days for each facility requested through LMU from the time the LMU information is returned to NTBS. During and prior to NTBS placing an LSR, the reserved facilities are rendered unavailable to other customers, including BellSouth. If NTBS does not submit an LSR for a UNE service on a reserved facility within the four (4)-day reservation timeframe, the reservation of that spare facility will become invalid and the facility will be released. 2.9.3.3 Charges for preordering Manual LMUSI or Mechanized LMU are separate from any charges associated with ordering other services from BellSouth. 2.9.3.4 All LSRs issued for reserved facilities shall reference the facility reservation number as provided by BellSouth. NTBS will not be billed any additional LMU charges for the Loop ordered on such LSR. If, however, NTBS does not reserve facilities upon an initial LMUSI, NTBS’s placement of an order for an advanced data service type facility will incur the appropriate billing charges to include SI and reservation per Exhibit A of this Attachment. 2.9.3.5 Where NTBS has reserved multiple Loop facilities on a single reservation, NTBS may not specify which facility shall be provisioned when submitting the LSR. For those occasions, BellSouth will assign to NTBS, subject to availability, a facility that meets the BellSouth technical standards of the BellSouth type Loop as ordered by NTBS.

  • USE OF THE VEHICLE 15.1 The Customer agrees that, during the Rental Period, the Customer will not allow the Vehicle to be: (a) driven otherwise than in a prudent and cautious manner. A single Vehicle rollover is considered a breach of this condition. A single Vehicle rollover may include, but is not limited to, a vehicle that has rolled, tipped or fallen over and this has caused damage to the side and/or roof area of the Vehicle in circumstances within the control of the Customer. Customers who have purchased The Bundle (in conjunction with the Liability Reduction Option) or the maui Inclusive Pack will have the cost of damage resulting from an accidental single vehicle rollover covered, provided that the Customer has not otherwise breached this agreement in relation to the rollover; (b) driven by a person under the influence of alcohol or drugs or with a blood alcohol level in excess of that permitted by law; (c) left with the ignition key in the Vehicle while it is unoccupied; (d) submerged in water, brought into contact with salt water, used in a creek or river crossing, driven on a beach or through flooded areas; (e) used for any illegal purpose or in any race, rally or contest; (f) used to tow any vehicle or trailer; (g) used to carry passengers or property for hire or reward; (h) used to carry more persons than is permitted by any relevant authority or detailed in the Vehicle manual or on the Vehicle or specified in this Agreement; (i) used to carry volatile liquids, gases, explosives or other corrosive or inflammable material; and (j) used for transporting and haulage of goods other than what might be reasonably expected of a leisure rental. 15.2 Road restrictions apply as follows: (a) maui vehicles may only be driven on sealed/bitumen or well-maintained roads. (b) Vehicles are not permitted to be driven on Skippers Road (Queenstown), the Crown Range Road (Queenstown), Ball Hut Road (Mt. Cook), Ninety Mile Beach (Northland), North of Colville Township (Coromandel Peninsula) and all ski field access roads (from 01 June to 31 October). The Customer is responsible for all damage if travelling on these roads. 15.3 We value your well-being, and for safety purposes, maui reserves the right, at its sole discretion, to restrict Vehicle movements in certain areas due to: (a) adverse road or weather conditions; (b) the distance to nominated destinations in relation to the length of the hire period; and informed and confirm the repair in advance. Repairs will be approved and reimbursement for expenditure will be made (where applicable) provided the Customer was not responsible for the damage. In all cases, receipts must be submitted for any repair or the claim will not be paid. 16.2 Unless the Customer has taken the Liability Reduction Option, the Customer will pay for the cost of repairing or replacing tyres damaged during the Rental Period except if the tyre is defective, and inspected and confirmed by a maui authorised service centre.