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 Preferred Stock to be duly and validly authorized and reserved and will keep available out of its authorized shares of Preferred Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Preferred Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of 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 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 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 Preferred Stock are then listed, if any.

Appears in 6 contracts

Samples: Form of Warrant Agreement for Preferred Stock (Ametek Inc/), Form of Warrant Agreement (American Home Mortgage Holdings Inc), Warrant Agreement for Preferred Stock (Ametek Inc/)

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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 Preferred Common Stock to be duly and validly authorized and reserved and will keep available out of its authorized shares of Preferred Common Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Preferred Common Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Preferred 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 Preferred 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 Preferred 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 Preferred Common Stock are then listed, if any.

Appears in 1 contract

Samples: Warrant Agreement for Common Stock (Ribozyme Pharmaceuticals Inc)

Covenant to Reserve Shares for Issuance on Exercise. (a) The Company will cause an appropriate number of shares of Preferred [Common/Preferred] Stock to be duly and validly authorized and reserved and will keep available out of its authorized shares of Preferred [Common/Preferred] Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Preferred [Common/Preferred] Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Preferred [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 Preferred [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 Preferred [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 Preferred [Common/Preferred] Stock are then listed, if any.

Appears in 1 contract

Samples: Warrant Agreement (Immunomedics Inc)

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Covenant to Reserve Shares for Issuance on Exercise. (a) The Company will cause an appropriate number of shares of Preferred Common Stock to be duly and validly authorized and reserved and will keep available out of its authorized shares of Preferred Common Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, the full number of shares of Preferred Common Stock, if any, then issuable if all outstanding Warrants then exercisable were to be exercised. The Company covenants that all shares of Preferred 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 Preferred 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 Preferred 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 Preferred 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: Form of Warrant Agreement (Ribozyme Pharmaceuticals Inc)

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