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These excerpts taken from the ISO 8-K filed Aug 18, 2008. Conversion
Shares” means
the shares of Common Stock into which the Notes are convertible (including
repayment in Common Stock as set forth herein) in accordance with the terms
hereof and the Agreement.
“ Conversion Shares”) have been
reserved for issuance and when issued in accordance with the terms of the
Convertible Notes will be duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock.
(e) No
Conflicts. The execution, delivery and performance of the
Financing Documents by the Company and the consummation by the Company of the
transactions contemplated thereby, do not and will not (i) conflict with or
violate any provision of its certificate of incorporation or by-laws or (ii)
conflict with, constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company is a party, or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the
Company is subject (including Federal and state securities laws and
regulations), or by which any material property or asset of the Company is bound
or affected, except in the case of each of clauses (ii) and (iii), such
conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as could not, individually or in the aggregate, have or result in a
Material Adverse Effect. The business of the Company is not being
conducted in violation of any law, ordinance or regulation of any governmental
authority, except for violations which, individually or in the aggregate, do not
have a Material Adverse Effect.
(f) Consents and
Approvals. The Company is not required to obtain any consent,
waiver, authorization or order of, or make any filing or registration with, any
court or other federal, state, local or other governmental authority or
other person in connection with the execution, delivery and performance by
the Company of the Financing Documents other than: (i) the filing of the
Amendments to the UCC and Patent and Trademark Financing Statements if any are
required by Lenders; and (ii) in all other cases, where the failure to obtain
such consent, waiver, authorization or order, or to give or make such notice or
filing, would not materially impair or delay the ability of the Company to
effect the transactions contemplated by this Agreement free and clear of all
liens and encumbrances of any nature whatsoever or would not otherwise have a
Material Adverse Effect (the approvals referred to in clause (i) are hereinafter
referred to as the “ This excerpt taken from the ISO 8-K filed Jan 9, 2008. Conversion Shares ” means the shares of Common Stock into which the Notes are convertible (including repayment in Common Stock as set forth herein) in accordance with the terms hereof and the Amendment Agreement and Loan Agreement. “ | EXCERPTS ON THIS PAGE:
RELATED TOPICS for ISO: |
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