Common use of Covenants as to Exercise Shares Clause in Contracts

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof). If at any time during the Exercise Period, the number of authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof), the Company will promptly take such corporate action as shall be necessary to increase its authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that (i) all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free issued without violation of any preemptive or similar rights of any stockholder, and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If , and issued without violation by the Class A Common Stock or the class of securities Company of any other Exercise Shares is then listed applicable law or quoted on a national securities exchangegovernmental regulation, the National Market System and (ii) this Warrant is, and any Warrant issued in substitution for or the Small Cap Marketreplacement of this Warrant shall be, all such Exercise Shares upon issuance shall also be so listed or quotedissuance, duly authorized and validly issued. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrantreserved, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class series of equity securities of any other comprising the Exercise Shares to provide for the exercise in full of the rights represented by this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant. If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Stock or such series of the class of Company’s equity securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant, the Company will promptly take such corporate action as shall may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock or such series of the class of Company’s equity securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants shall pay all expenses of any legal and agrees that if any shares other advisors to the Company in connection with the issuance or delivery of capital stock to be reserved for the purpose Exercise Shares. The Company, upon reasonable request of the issuance of such shares upon Holder, shall, as promptly as practicable, inform the exercise of this Warrant require registration with or approval Holder as to whether the Company is aware of any governmental authority under applicable transfer taxes that are payable in connection with the issuance or delivery of Exercise Shares and the amount of any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beapplicable transfer taxes.

Covenants as to Exercise Shares. (a) The Each of the Trust and the Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessablenonassessable in the case of Common Shares, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof. If the Class A class of the Common Stock Equity Securities or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Each of the Trust and the Company further covenants and agrees that the Company it will, at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of units or shares of its Class A Common Stock Equity Securities or the class of securities of any other Exercise Shares to provide for the exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof). If at any time during the Exercise Period, the number of authorized but unissued units or shares of Class A Common Stock Equity Securities or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof), the Company Trust or the Company, as the case may be, will promptly take such corporate or limited partnership action as shall be necessary to increase its authorized but unissued units or shares of Class A Common Stock Equity Securities or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Each of the Trust and the Company covenants and agrees that if any units or shares of Common Equity Securities or any other class of capital stock to be reserved for the purpose of the issuance of such units or shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such units or shares may be validly issued or delivered upon exercise, then the Company Trust or the Company, as the case may be, will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that (i) all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free issued without violation of any preemptive or similar rights of any stockholder, and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If , and issued without violation by the Class A Common Stock or the class of securities Company of any other Exercise Shares is then listed applicable law or quoted on a national securities exchangegovernmental regulation, the National Market System and (ii) this Warrant is, and any Warrant issued in substitution for or the Small Cap Marketreplacement of this Warrant shall be, all such Exercise Shares upon issuance shall also be so listed or quotedissuance, duly authorized and validly issued. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrantreserved, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class series of equity securities of any other comprising the Exercise Shares to provide for the exercise in full of the rights represented by this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant. If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Stock or such series of the class of Company’s equity securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant, the Company will promptly take such corporate action as shall may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock or such series o f the class of Company’s equity securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. The Company covenants shall pay all expenses of any legal and agrees that if any shares other advisors to the Company in connection with the issuance or delivery of capital stock to be reserved for the purpose Exercise Shares. The Company, upon reasonable request of the issuance of such shares upon Holder, shall, as promptly as practicable, inform the exercise of this Warrant require registration with or approval Holder as to whether the Company is aware of any governmental authority under applicable transfer taxes that are payable in connection with the issuance or delivery of Exercise Shares and the amount of any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may beapplicable transfer taxes.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, Period have authorized and reserved solely for purposes of the exercise of this Warrantreserved, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of the rights represented by this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant. If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Stock or the class of securities of any other Exercise Shares shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereofan “Authorized Share Failure”), the Company will promptly take all such corporate action actions as shall may be necessary to increase its authorized but unissued shares of Class A Common Stock (or the class of other securities of any other Exercise Shares as provided herein) to such number of shares as shall be sufficient for such purposes. The Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than one hundred and twenty (120) days after the occurrence of such Authorized Share Failure, the Company covenants shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and agrees shall use its reasonable best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of capital stock its issued and outstanding shares of Common Stock to be reserved for approve the purpose increase in the number of the issuance authorized shares of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exerciseCommon Stock, then the Company will in good faith may satisfy this obligation by obtaining such consent and as expeditiously as possible endeavor to secure such registration or approval, as submitting for filing with the case may be.SEC an Information Statement on Schedule 14C.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, all such Exercise Shares upon issuance shall also be so listed or quoted. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, have authorized and reserved solely for purposes of the exercise of this Warrantreserved, free from preemptive rights, a sufficient number of shares of its Class A Series B Stock and Common Stock or the class of securities of any other Exercise Shares to provide for the exercise in full of the rights represented by this Warrant (without taking and the conversion of the Series B Stock into account any possible exercise pursuant to Section 2.2 hereof)Common Stock. If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A Common Series B Stock or the class of securities of any other Exercise Shares Common Stock, as applicable, shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant, the Company will promptly take such corporate action as shall may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Series B Stock or Common Stock or the class of securities of any other Exercise Shares to such number of shares as shall be sufficient for such purposes. Rights under the Investor Rights Agreement. The Holder shall be entitled to registration rights with respect to the Exercise Shares, or the Common Stock issuable upon conversion thereof, as set forth in that certain Investors’ Rights Agreement, dated as of April 1, 2010, a true and complete copy of which is attached hereto as Appendix I (the “Investor Rights Agreement”), as such may from time to time be amended, for purposes of Sections 1 (with the exception of Section 1.2) and 3 only. The Exercise Shares shall also be deemed “Registrable Securities” as that term is defined in the Investor Rights Agreement, and the Holder shall be deemed a “Holder,” subject to all of the rights and obligations thereunder, in each case only for the purposes of those sections listed above. The Holder shall perform such steps as are required by the Company to make it a party to the Investor Rights Agreement as described in this Section 3.2. The Company covenants and agrees that if any shares no amendments will be made to the Investor Rights Agreement which would have an adverse impact on Holder’s registration rights thereunder different from the impact on the rights of capital other Holders (as defined in the Rights Agreement) of the Company’s stock without the consent of Holder. By acceptance of this Warrant, Holder shall be deemed to be reserved a party to the Investor Rights Agreement solely for the purpose purposes of the issuance of such shares upon the exercise of this Warrant require above-mentioned registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may berights.

Covenants as to Exercise Shares. (a) The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued and outstanding, fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, liens and charges and security interests with respect to the issuance thereof. If the Class A Common Stock or the class of securities of any other Exercise Shares is then listed or quoted on a national securities exchange, the National Market System or the Small Cap Market, The Company will take all actions as may be necessary to assure that such Exercise Shares may be issued as provided herein without violation of any applicable law or regulation, of any requirements of any securities exchange or automated quotation system upon issuance shall also which the Common Stock (or shares of such class and/or series of the Company’s equity securities comprising the Exercise Shares) may be so listed or quotedof any contract to which the Company or any of its subsidiaries is bound. The Company further covenants and agrees that the Company will, will at all times during the Exercise Period, Period have authorized and reserved solely for purposes of the exercise of this Warrant, free from preemptive rights, a sufficient number of shares of its Class A Common Stock or the class series of equity securities of any other comprising the Exercise Shares to provide for the exercise in full of the rights represented by this Warrant (without taking into account Warrant. The issuance of the Exercise Shares will not be subject to any possible exercise pursuant to Section 2.2 hereof)preemptive rights that have not been properly complied with or waived. If at any time during the Exercise Period, Period the number of authorized but unissued shares of Class A the Common Stock (or shares of such class and/or series of the class of Company’s equity securities of any other comprising the Exercise Shares Shares) shall not be sufficient to permit exercise in full of this Warrant (without taking into account any possible exercise pursuant to Section 2.2 hereof)Warrant, the Company will promptly take such corporate action as shall may, in the opinion of its counsel (and after reasonable consultation with the Holder), be necessary to increase its authorized but unissued shares of Class A Common Stock (or shares of such class and/or series of the class of Company’s equity securities of any other comprising the Exercise Shares Shares) to such number of shares as shall be sufficient for such purposes. The Company covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of such shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be.