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 a sufficient number of shares of the series of equity securities comprising the Exercise Shares to provide for the exercise of the rights represented by this Warrant. The issuance of the Exercise Shares will not be subject to any preemptive rights that have not been properly complied with. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common 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 such class and/or series of the Company’s equity securities to such number of shares as shall be sufficient for such purposes.

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 nonassessablenon-assessable, 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 Period, have authorized and reserved reserved, free from preemptive rights, a sufficient number of shares of the series of equity securities comprising the Exercise Shares to provide for the exercise of the rights represented by this Warrant. The issuance , and a sufficient number of the Company’s Common Stock issuable upon conversion of such Exercise Shares will not be subject to any preemptive rights that have not been properly complied withShares. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common Stock Exercise Shares shall not be sufficient to permit exercise of this Warrant, or the number of authorized but unissued Common Stock is insufficient to permit the issuance of such Common Stock upon conversion of the Exercise Shares, 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 such class and/or series of the Company’s equity securities Exercise Shares or Common Stock to such number of shares as shall be sufficient for such purposes.

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 Period, have authorized and reserved reserved, free from preemptive rights, a sufficient number of shares of the series of equity securities comprising the Exercise Shares (together with a sufficient number of shares of Common Stock issuable upon exercise of the Exercise Shares) to provide for the exercise of the rights represented by this Warrant. The issuance of the Exercise Shares will not be subject to any preemptive rights that have not been properly complied with. If at any time during the Exercise Period the number of authorized but unissued shares of such series of the Company’s Common Stock equity securities 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 such class and/or series of the Company’s equity securities to such number of shares as shall be sufficient for such purposes, including but not limited to soliciting the votes or written consent of the requisite stockholders of the company to effectuate such increase.

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 Period, have authorized and reserved reserved, free from preemptive rights, a sufficient number of shares of the series of equity securities comprising the Exercise Shares its (a) Preferred Stock to provide for the exercise of the rights represented by this Warrant. The issuance Warrant and (b) Common Stock to provide for the conversion of the Exercise Shares will not be subject to any preemptive rights that have not been properly complied withsuch shares of Preferred Stock. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common (x) Preferred Stock shall not be sufficient to permit exercise of this WarrantWarrant or (y) Common Stock shall not be sufficient to permit the conversion of such shares of Preferred Stock, 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 such class and/or series of the Company’s equity securities Preferred Stock or Common Stock, as applicable, to such number of shares as shall be sufficient for such purposes.

Covenants as to Exercise Shares. The Company covenants and agrees that all Exercise Shares shares of Company Stock 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 preemptive rights, taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will will, at all times during after the Exercise Period issuance but prior to the expiration of this Warrant, have authorized and reserved reserved, free from preemptive rights, a sufficient number of shares of the series of equity securities comprising the Exercise Shares its Company Stock to provide for the exercise of the rights represented by this Warrant. The issuance of the Exercise Shares will not be subject to any preemptive rights that have not been properly complied with. If If, at any time during after the Exercise Period issuance but prior to the expiration of this Warrant, the number of authorized but unissued shares of the Company’s Common Company Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the reasonable opinion of its counsel, be necessary to increase its authorized but unissued shares of such class and/or series of the Company’s equity securities Company Stock to such number of shares as shall be sufficient for such purposes.

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 Subject to approval of the Certificate Amendment by the Company’s stockholders as described in Section 2.1 above, the Company further covenants and agrees that the Company will at all times subsequent to stockholder approval of the Certificate Amendment during the Exercise Period Period, have authorized and reserved reserved, free from preemptive rights, a sufficient number of shares of the series of equity securities comprising the Exercise Shares its Common Stock to provide for the exercise of the rights represented by this Warrant. The issuance of the Exercise Shares will not be subject to any preemptive rights that have not been properly complied with. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common 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 such class and/or series of the Company’s equity securities Common Stock to such number of shares as shall be sufficient for such purposes.

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 outstandingissued, 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 Period, have authorized and reserved reserved, free from preemptive rights, a sufficient number of shares of the series of equity securities comprising the Exercise Shares its Common Stock to provide for the exercise of the rights represented by this WarrantWarrant (taking into account any adjustments and restrictions set forth in Sections 5, 6, 7, 8 and 9 hereof). The issuance of the Exercise Shares will not be subject to any preemptive rights that have not been properly complied with. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common 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 such class and/or series of the Company’s equity Common Stock (or other securities as provided herein) to such number of shares as shall be sufficient for such purposes.

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 and clear from all taxes, liens liens, security interests, charges and charges with respect to other encumbrances and restrictions on sale other than as is provided in Section 5.5(a) of the issuance thereofPurchase Agreement (as defined below). The Company further covenants and agrees that the Company will at all times during the Exercise Period Period, have authorized and reserved reserved, free from preemptive rights, a sufficient number of shares of the series of equity securities comprising the Exercise Shares its Common Stock to provide for the full exercise of the rights represented by this Warrant. The issuance of the Exercise Shares will not be subject to any preemptive rights that have not been properly complied with. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common Stock shall not be sufficient to permit the full exercise of this Warrant, the Company will take such corporate action as mayis, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of such class and/or series of the Company’s equity securities Common Stock to such number of shares as shall be sufficient for such purposes.

Covenants as to Exercise Shares. The Company will promptly provide the Holder with the current number of Exercise Shares and the supporting calculations upon reasonable request of the Holder from time to time. 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 Period, have authorized and reserved reserved, free from preemptive rights, a sufficient number of shares of the series of equity securities comprising the Exercise Shares its Preferred Stock to provide for the exercise of the rights represented by this Warrant. The issuance of the Exercise Shares will not be subject to any preemptive rights that have not been properly complied with. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common Preferred 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, may be necessary to increase its authorized but unissued shares of such class and/or series of the Company’s equity securities Preferred Stock to such number of shares as shall be sufficient for such purposes.

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 a sufficient number of shares of the series of equity securities comprising the Exercise Shares to provide for the exercise of the rights represented by this Warrant. The issuance of the Exercise Shares will not be subject to any preemptive rights that have not been properly complied withwith or waived. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common 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 such class and/or series of the Company’s equity securities to such number of shares as shall be sufficient for such purposes.

Covenants as to Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be are 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, charges and liens and charges with respect to the issuance thereof, and the Company further agrees to pay all taxes and charges and remove all liens that may exist upon issuance in violation hereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period Period, have authorized and reserved a sufficient reserved, free from preemptive rights, such number of shares of the series of equity securities comprising the Exercise Shares Common Stock as would be required to provide for be issued upon the exercise of all of the rights represented by this Warrant. The issuance of the Exercise Shares will not be subject to any preemptive rights that have not been properly complied with. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will immediately take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of such class and/or series of the Company’s equity Common Stock (or other securities as provided herein) to such number of shares as shall be sufficient for such purposes.

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 nonassessablenon-assessable, 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 Period, have authorized and reserved reserved, free from preemptive rights, a sufficient number of shares of the series of equity securities comprising the Exercise Shares to provide for the exercise of the rights represented by this Warrant. The issuance , and a sufficient number of the Company's Common Stock issuable upon conversion of such Exercise Shares will not be subject to any preemptive rights that have not been properly complied withShares. If at any time during the Exercise Period the number of authorized but unissued shares of the Company’s Common Stock Exercise Shares shall not be sufficient to permit exercise of this Warrant, or the number of authorized but unissued Common Stock is insufficient to permit the issuance of such Common Stock upon conversion of the Exercise Shares, 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 such class and/or series of the Company’s equity securities Exercise Shares or Common Stock to such number of shares as shall be sufficient for such purposes.