Common use of Covenant to Reserve Shares for Issuance on Exercise Clause in Contracts

Covenant to Reserve Shares for Issuance on Exercise. (a) The Company will cause an appropriate number of shares of Common Stock to be duly and validly authorized and reserved and will keep available out of its authorized shares of Common Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Common Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common Stock that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, fully paid and non-assessable. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Stock to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Stock are then listed, if any. (b) The Company hereby authorizes and directs its current and future transfer agents for the shares of Common Stock at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of the Warrants, no shares shall be reserved in respect of such Warrants.

Appears in 8 contracts

Samples: Warrant Agreement (Ametek Inc/), Warrant Agreement (Sonic Solutions/Ca/), Warrant Agreement (Ribozyme Pharmaceuticals Inc)

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Covenant to Reserve Shares for Issuance on Exercise. (a) The Company will cause an appropriate Board of Directors has authorized and reserved for issuance the number of shares of Common Stock to be duly and validly authorized and reserved and will keep available out initially issuable upon the exercise of its authorized all outstanding Warrants for shares of Common Stock, solely . The Board of Directors will continue to reserve for the purpose issuance of issue upon exercise of Warrants as herein provided, the full number of any additional shares of Common Stock, if any, then Stock that become issuable if upon the exercise of all outstanding Warrants then exercisable were as a result of an adjustment made pursuant to be exercisedSection 6.02 of this Agreement until the Expiration Date of the Warrants. The Company covenants that all shares of Common Stock that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Priceissued, fully paid and non-assessable. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Stock to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Stock are then listed, if any. (b) The Company hereby authorizes agrees to authorize and directs direct its current and future transfer agents for the Common Stock to reserve for issuance the number of shares of Common Stock at all times to reserve such number of authorized shares as shall be requisite for such purposespecified in this Section 6.10. The Company will supply such shall instruct the transfer agents with duly executed agent to deliver to the Warrant Agent, upon written request from the Warrant Agent in the form separately agreed between the Warrant Agent and the transfer agent, stock certificates for such purposes(or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the aggregate Number of Warrants then outstanding and related aggregate Number of Shares, and thereafter no shares of Common Stock shall be required to be reserved in respect of such Warrants. (c) If permitted or required by the rules of any national securities exchange or over the counter market or other domestic market on which the Common Stock is listed at any time, if any, the Company shall apply to have listed or quoted all shares of Common Stock issued upon exercise of the Warrants on any such exchange or market.

Appears in 6 contracts

Samples: Warrant Agreement, Warrant Agreement (Zions Bancorporation /Ut/), Warrant Agreement (ING U.S., Inc.)

Covenant to Reserve Shares for Issuance on Exercise. (a) The Company will cause an appropriate number of shares of Common Preferred Stock to be duly and validly authorized and reserved and will keep available out of its authorized shares of Common Preferred Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Common Preferred Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common Preferred Stock that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, fully paid and non-assessable. If at any time the number of authorized but unissued shares of Common Preferred Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Preferred Stock to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Preferred Stock are then listed, if any. (b) The Company hereby authorizes and directs its current and future transfer agents for the shares of Common Preferred Stock at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of the Warrants, no shares shall be reserved in respect of such Warrants.

Appears in 6 contracts

Samples: Warrant Agreement (Ametek Inc/), Warrant Agreement (American Home Mortgage Investment Corp), Warrant Agreement (Ametek Inc/)

Covenant to Reserve Shares for Issuance on Exercise. (a) The At all times the Company will cause an appropriate number of shares of Common Stock to be duly and validly authorized and reserved and will keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Common Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common Stock that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, fully paid and non-assessable. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Stock to such number of shares as shall be sufficient for such purpose. Prior to or upon the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Stock are then listed, if any. (b) The Company hereby authorizes shall authorize and directs direct its current and future transfer agents for the shares of Common Stock at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of the Warrants, no shares shall be reserved in respect of such Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Highland Hospitality Corp), Warrant Agreement (Highland Hospitality Corp)

Covenant to Reserve Shares for Issuance on Exercise. (a) The Company will cause an appropriate number of shares of Common Stock to be duly --------------------------------------------------- Corporation shall at all times reserve and validly authorized and reserved and will keep available out of its the authorized but unissued shares of Common Stock, solely for the purpose of issue upon exercise of Warrants as herein providedthe Warrants, the full number of shares of Common Stock, if any, then Stock issuable if all outstanding Warrants then exercisable were to be exercisedconverted in full. The Company covenants that all All shares of Common Stock that which shall be so issuable upon exercise of any Warrant (or portion thereof) shall be newly issued, duly and authorized, validly issued and, upon payment of the Exercise Priceissued, fully paid and non-assessable. If at nonassessable and without any time personal liability attaching to the number of authorized but unissued shares of Common Stock ownership thereof, and the issuance thereof shall not give rise or otherwise be sufficient for such purposesubject to preemptive or similar purchase rights on the part of any Person or Persons, and the Company will Corporation shall take such action asany corporate and other actions that may, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Stock to such number of shares as shall be sufficient for such purposein order that the Corporation may comply with the foregoing. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Stock are then listed, if any. (b) The Company Corporation hereby irrevocably authorizes and directs its current and future transfer agents agents, if any, for the Common Stock and for any shares of Common Stock the Corporation's capital stock of any other class or series issuable upon the conversion of the exercise of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will Corporation shall supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of the Warrants, no shares shall be reserved in respect of such Warrants.

Appears in 2 contracts

Samples: Warrant Agreement (Convergent Communications Inc /Co), Warrant Agreement (Convergent Communications Inc /Co)

Covenant to Reserve Shares for Issuance on Exercise. (a) The Company will cause an appropriate number of shares of Common Preferred Stock to be duly and validly authorized and reserved and will keep available out of its authorized shares of Common Preferred Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Common Preferred Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common Preferred Stock that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, fully paid and non-assessablenonassessable. If at any time the number of authorized but unissued shares of Common Preferred Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Preferred Stock to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Preferred Stock are then listed, if any. (b) The Company hereby authorizes and directs its current and future transfer agents for the shares of Common Preferred Stock at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of the Warrants, no shares shall be reserved in respect of such Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Sonic Solutions/Ca/)

Covenant to Reserve Shares for Issuance on Exercise. (a) The Company covenants that it will cause an appropriate number of shares of Common Stock to be duly at all times reserve and validly authorized and reserved and will keep available out of its authorized shares of Common Stock, solely for the purpose of issue upon exercise of Warrants and exchange of scrip as herein provided, the full number of shares of Common Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common Stock that which shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, and fully paid and non-assessable. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Stock to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Stock are then listed, if any. (b) The Company hereby authorizes and directs its current and future transfer agents for the Common Stock and for any shares of Common Stock the Company's capital stock issuable upon the exercise of any of the Warrants at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposespurposes and will provide or otherwise make available any cash or scrip which may be payable as provided in this Article IV. Promptly after each Expiration Date, the date Warrant Agent shall certify to the Company the aggregate number of expiration of the Warrantsexpired Warrants then outstanding, and thereafter no shares shall be reserved in respect of such expired Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Willcox & Gibbs Inc /De)

Covenant to Reserve Shares for Issuance on Exercise. (a) The Company will cause an appropriate number of shares of Common Stock to be duly and validly authorized and reserved and will keep available out of its authorized shares of Common Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Common Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common Stock that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, fully paid and non-assessable. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Stock to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Stock are then listed, if any. (b) The Company hereby authorizes and directs its current and future transfer agents for the shares of Common Stock at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of the Warrants, no shares shall be reserved in respect of such Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Tower Group, Inc.)

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Covenant to Reserve Shares for Issuance on Exercise. (a) The Company will cause an appropriate number of shares of Common Stock Shares to be duly and validly authorized and reserved and will keep available out of its authorized shares of Common StockShares, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Common StockShares, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common Stock Shares that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, fully paid and non-assessable. If at any time the number of authorized but unissued shares of Common Stock Shares shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Stock Shares to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall use its best efforts to secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Stock Shares are then listed, if any. (b) The Company hereby authorizes and directs its current and future transfer agents for the shares of Common Stock Shares at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of the Warrants, no shares shall be reserved in respect of such Warrants.

Appears in 1 contract

Samples: Warrant Agreement (American Mortgage Acceptance Co)

Covenant to Reserve Shares for Issuance on Exercise. (a) The --------------------------------------------------- Company will cause an appropriate number of shares of Common Stock Shares to be duly and validly authorized and reserved and will keep available out of its authorized shares of Common StockShares, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Common StockShares, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common Stock Shares that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, fully paid and non-assessable. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Stock to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Stock are then listed, if any. (b) The Company hereby authorizes and directs its current and future transfer agents for the shares of Common Stock Shares at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents' share certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no shares shall be reserved in respect of such Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Capital Automotive Reit)

Covenant to Reserve Shares for Issuance on Exercise. (a) The Company will cause an appropriate number of shares of Common [Common/Preferred] Stock to be duly and validly authorized and reserved and will keep available out of its authorized shares of Common [Common/Preferred] Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Common [Common/Preferred] Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common [Common/Preferred] Stock that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, fully paid and non-assessable. If at any time the number of authorized but unissued shares of Common [Common/Preferred] Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common [Common/Preferred] Stock to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common [Common/Preferred] Stock are then listed, if any. (b) The Company hereby authorizes and directs its current and future transfer agents for the shares of Common [Common/Preferred] Stock at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of the Warrants, no shares shall be reserved in respect of such Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Immunomedics Inc)

Covenant to Reserve Shares for Issuance on Exercise. (a) The Company will cause an appropriate number of shares of Common Stock to be duly and validly authorized and reserved and will keep available out of its authorized shares of Common Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Common Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common Stock that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, fully paid and non-assessable. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Stock to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Stock are then listed, if any. (b) The Company hereby authorizes and directs its current and future transfer agents for the shares of Common Stock at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents share certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of the Warrants, the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no shares shall be reserved in respect of such Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Icon Holdings Corp)

Covenant to Reserve Shares for Issuance on Exercise. (a) The Company represents and warrants that it has caused, and will cause continue to cause, an appropriate number of shares of Common Stock to be duly and validly authorized and reserved and will keep available out of its authorized shares of Common Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Common Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Common Stock that shall be so issuable shall be duly and validly issued and, upon payment of the Exercise Price, fully paid and non-assessable. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Stock to such number of shares as shall be sufficient for such purpose. Prior to the issuance of any Warrant Shares, the Company shall secure the listing of such Warrant Shares upon any securities exchange upon which shares of Common Stock are then listed, if any. (b) The Company hereby authorizes and directs its current and future transfer agents for the shares of Common Stock at all times to reserve such number of authorized shares as shall be requisite for such purpose. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of the Warrants, no shares shall be reserved in respect of such Warrants.

Appears in 1 contract

Samples: Warrant Agreement (Ribozyme Pharmaceuticals Inc)

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