Common use of Covenants as to Exercise Shares Clause in Contracts

Covenants as to Exercise Shares. 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 validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Series A Stock and Common Stock to provide for the exercise of the rights represented by this Warrant and the conversion of the Series A Stock into Common Stock. If at any time during the Exercise Period the number of authorized but unissued shares of Series A Stock or Common Stock, as applicable, shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A Stock or Common Stock to such number of shares as shall be sufficient for such purposes.

Appears in 3 contracts

Samples: Loan Agreement, Loan Agreement (Horizon Pharma, Inc.), Loan Facility Agreement (Horizon Pharma, Inc.)

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Covenants as to Exercise Shares. 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 validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Series A Stock and Common C Preferred Stock to provide for the exercise of the rights represented by this Warrant and the shares of common stock issuable upon conversion of the any Series A Stock into Common C Preferred Stock. If at any time during the Exercise Period the number of authorized but unissued shares of Series A C Preferred Stock or Common Stock, as applicable, shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A Stock or Common C Preferred Stock to such number of shares as shall be sufficient for such purposes.

Appears in 3 contracts

Samples: Warrant Agreement (NitroSecurity, Inc.), Warrant Agreement (NitroSecurity, Inc.), Warrant Agreement (NitroSecurity, Inc.)

Covenants as to Exercise Shares. The Company covenants and agrees that all Exercise Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuanceissuance in accordance with the terms hereof, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. thereof The Company further covenants and agrees that the Company will at all times during the Exercise Period, Period have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Series A Preferred Stock and Common Stock to provide for the exercise of the rights represented by this Warrant and the conversion of the Series A Stock into Common StockWarrant. If at any time during the Exercise Period the number of authorized but unissued shares of Series A Preferred Stock or and Common Stock, as applicable, Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A Preferred Stock or and Common Stock to such number of shares as shall be sufficient for such purposes.

Appears in 2 contracts

Samples: Warrant Agreement (Switchback Energy Acquisition Corp), Warrant Agreement (Switchback Energy Acquisition Corp)

Covenants as to Exercise Shares. The Company Corporation 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 validly issued and outstanding, fully paid and nonassessablenon-assessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company Corporation further covenants and agrees that the Company Corporation will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Series A Stock and Common Stock the series of equity securities comprising the Exercise Shares to provide for the exercise of the rights represented by this Warrant and the conversion of the Series A Stock into Common StockWarrant. If at any time during the Exercise Period the number of authorized but unissued shares of Series A Stock or Common Stock, as applicable, such series of the Corporation’s equity securities shall not be sufficient to permit exercise of this Warrant, the Company Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A Stock or Common Stock such series of the Corporation’s equity securities to such number of shares as shall be sufficient for such purposes.

Appears in 2 contracts

Samples: Private Equity Loan Agreement (Upholstery International, Inc.), Private Equity Loan Agreement (Upholstery International, Inc.)

Covenants as to Exercise Shares. 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 validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Series A B Stock and Common Stock to provide for the exercise of the rights represented by this Warrant and the conversion of the Series A B Stock into Common Stock. If at any time during the Exercise Period the number of authorized but unissued shares of Series A B Stock or Common Stock, as applicable, shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A B Stock or Common Stock to such number of shares as shall be sufficient for such purposes.

Appears in 1 contract

Samples: Loan Agreement (Horizon Pharma, Inc.)

Covenants as to Exercise Shares. 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 validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Series A Stock and Common B-1 Preferred Stock to provide for the exercise of the rights represented by this Warrant and the conversion of the Series A Stock into Common StockWarrant. If at any time during the Exercise Period the number of authorized but unissued shares of Series A B-1 Preferred Stock or Common Stock, as applicable, shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A Stock or Common B-1 Preferred Stock to such number of shares as shall be sufficient for such purposes.

Appears in 1 contract

Samples: Warrant Agreement (Urgent.ly Inc.)

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Covenants as to Exercise Shares. 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 issuanceissuance in accordance with the terms hereof, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Periodwhile this Warrant is exercisable pursuant to Section 2 above, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Series A Stock and Common Stock to provide for the exercise of the rights represented by this Warrant and the conversion of the Series A Stock into Common StockWarrant. If at any time during the Exercise Period while this Warrant is exercisable pursuant to Section 2 above the number of authorized but unissued shares of Series A Common Stock or Common Stock, as applicable, shall not be sufficient to permit exercise of this Warrant, the Company will take all such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A Stock or Common Stock to such number of shares as shall be sufficient for such purposes.

Appears in 1 contract

Samples: Warrant Agreement (Hortonworks, Inc.)

Covenants as to Exercise Shares. 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 and validly authorized, issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Share Settlement Period, have authorized reserved and reservedavailable, free from preemptive rights, a sufficient number of shares of its Series A Stock and Common Stock to provide for the exercise of the rights represented by this Warrant and the conversion of the Series A Stock into Common StockWarrant. If at any time during the Exercise Share Settlement Period the number of authorized but unissued shares of Series A Common Stock or Common Stock, as applicable, shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A Stock or Common Stock (or other securities as provided herein) to such number of shares as shall be sufficient for such purposes.

Appears in 1 contract

Samples: Warrant Agreement (Orexigen Therapeutics, Inc.)

Covenants as to Exercise Shares. The Company Corporation 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, and free from all preemptive rights of any shareholder and all taxes, liens and charges with respect to the issuance thereof. The Company Corporation further covenants and agrees that the Company Corporation will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Series A Stock and Common Stock to provide for the exercise of the rights represented by this Warrant and the conversion of the Series A Stock into Common StockWarrant. If at any time during the Exercise Period the number of authorized but unissued shares of Series A Common Stock or Common Stock, as applicable, shall not be sufficient to permit exercise of this Warrant, the Company Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A Stock or Common Stock to such number of shares as shall be sufficient for such purposes.

Appears in 1 contract

Samples: Warrant Agreement (American Technology Corp /De/)

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