OTHER PROVISIONS RELATING TO RIGHTS OF WARRANT HOLDER. Section 4.1. If this Warrant is duly exercised, the Holder will for all purposes be deemed to become the holder of record of the Warrant Shares as to which this Warrant is exercised, and the certificate for such shares will be dated, on the date this Warrant is surrendered for exercise and the Purchase Price paid in accordance with Section 2.2 hereof, except that if such date is not a Business Day, the Holder will be deemed to become the record holder of the Warrant Shares, and the certificate will be dated, on the next succeeding Business Day. The Holder will not be entitled to any rights as a holder of the Warrant Shares, including the right to vote and to receive dividends, until the Holder becomes or is deemed to become the holder of such shares pursuant to the terms hereof. (a) The Company covenants and agrees that it will at all times reserve and keep available for the exercise of this Warrant a sufficient number of authorized but unissued shares of Common Stock to permit the exercise in full of this Warrant. (b) The Company covenants that all shares of Common Stock issued upon exercise of this Warrant and against payment of the Purchase Price will be duly authorized, validly issued, fully paid and nonassessable and free from all pre-emptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company covenants that it will take all reasonable action as may be necessary to assure that such Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which the Common Stock may be listed, or any agreement to which the Company may be a party. Section 4.3. Notices to the Holder relating to this Warrant will be effective on the earliest of actual receipt or the third business day after mailing by first class mail (which shall be certified or registered, return receipt requested), postage prepaid, addressed to the Warrant Holder at the address shown on the books of the Company. Section 4.4. The issuance of certificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.
Appears in 3 contracts
Samples: Warrant Agreement (Neoprobe Corp), Warrant Agreement (Neoprobe Corp), Warrant Agreement (Neoprobe Corp)
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANT HOLDER. Section 4.1. If this Warrant is duly exercised, the Holder will for all purposes be deemed to become the holder of record of the Warrant Shares as to which this Warrant is exercisedexercised on, and the certificate for such shares will be dated, on dated the date this Warrant is surrendered for exercise and the Purchase Price paid in accordance with Section 2.2 hereof, except that if such that date is not a Business Day, the Holder will be deemed to become the record holder of the Warrant SharesShares on, and the certificate will be dated, on dated the next succeeding Business Day. The Holder will not be entitled to any rights as a holder of the Warrant Shares, including the right to vote and to receive dividends, until the Holder becomes or is deemed to become the holder of such shares pursuant to the terms hereof.
(a) The Company covenants and agrees that it will at all times reserve and keep available for the exercise of this Warrant a sufficient number of authorized but unissued shares of Common Stock to permit the exercise in full of this Warrant.
(b) Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall use its reasonable best efforts to cause those shares to be authorized for listing, to the extent not previously authorized for listing, on any securities exchange or trading system upon which the Common Stock is then listed.
(c) The Company covenants that all shares of Common Stock issued upon exercise of this Warrant and against payment of the Purchase Price will be duly authorized, validly issued, fully paid and nonassessable and free from all pre-emptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company covenants that it will take all reasonable action as may be necessary to assure that such Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which the Common Stock may be listed, or any agreement to which the Company may be a partynonassessable.
Section 4.3. Notices to the Holder relating to this Warrant will be effective on the earliest of actual receipt or the third business day after mailing by first class mail (which shall be certified or registered, return receipt requested), postage prepaid, addressed to the Warrant Holder at the address shown on the books of the Company.
Section 4.4. The issuance of certificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.
Appears in 1 contract
Samples: Warrant Agreement (Netmed Inc)
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANT HOLDER. Section 4.1SECTION 4.01. If this Warrant is duly exercised, . the Warrant Holder will for all purposes be deemed to become the holder of record of the Warrant Shares as to Common Stock into which this Warrant is exercisedexercisable, and the certificate for such shares will be dated, on dated the date this Warrant is surrendered for exercise and the Purchase Price paid in accordance with Section 2.2 hereofexercise, except that if such that is a date is not a Business Daywhen the stock transfer books of the Company are closed, the Warrant Holder will be deemed to become the record holder of the Warrant Sharesshares on, and the certificate will be dated, on the next succeeding Business DayDay when the stock transfer books of the Company are open. The Holder Until this Warrant is exercised, the Warrant Holder, as such, will not be entitled to any rights as a holder of the Warrant Sharesrights of a shareholder of the Company, including the right to vote and vote, to receive dividendsdividends or other distributions or to exercise preemptive rights (if any), until and will not be entitled to receive notice of any proceedings of the Holder becomes or is deemed to become the holder of such shares pursuant to the terms hereofCompany, except as provided in this Warrant.
(a) SECTION 4.02. The Company covenants and agrees that it will that:
(1) at all times it will reserve and keep available for the exercise of this Warrant a sufficient number of authorized but unissued shares of Common Stock to permit the exercise in full of this Warrant.;
(b2) The Company covenants that all shares of Common Stock issued upon on exercise of this Warrant and against payment of the Purchase Price will be duly authorized, validly issued, fully paid and paid, nonassessable and free from all pre-emptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company covenants that it will take all reasonable action as may be necessary to assure that such Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which the Common Stock may be listed, or any agreement to which the Company may be a partypreemptive rights.
Section 4.3SECTION 4.03. Notices to the Warrant Holder relating to this Warrant will be effective on the earliest of actual receipt or the third business day after mailing and will be sufficiently given or made if personally delivered or if sent by first class mail (which shall may be certified or registered, return receipt requested), postage prepaid, . addressed to the Warrant Holder at the address shown on the books of the Company.
Section 4.4. The issuance of certificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.
Appears in 1 contract
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANT HOLDER. Section 4.1SECTION 4.01. If The Warrant Holder will not, as such, be entitled to vote, to receive dividends or to have any other of the rights of a shareholder of the Company, except that after this Warrant is duly exercisedexercised in accordance with the terms of this Warrant, the Holder will for all purposes be deemed to become the holder of record of persons in whose names the Warrant Shares as to which purchased through exercise of this Warrant is exercised, and the certificate for such shares will are to be dated, on the date this Warrant is surrendered for exercise and the Purchase Price paid in accordance with Section 2.2 hereof, except that if such date is not a Business Day, the Holder issued will be deemed to become the holders of record holder of the those Warrant Shares, and the certificate will be dated, on the next succeeding Business Day. The Holder will Shares for all purposes even if certificates representing those Warrant Shares are not be entitled to any rights as a holder of the Warrant Shares, including the right to vote and to receive dividends, until the Holder becomes or is deemed to become the holder of such shares pursuant to the terms hereofissued.
(a) The Company covenants and agrees that it will at all times reserve and keep available for the issuance upon exercise of this Warrant a sufficient the number of authorized but and unissued shares of Common Stock equal to permit the maximum number of shares of Common Stock the Company may be required to issue upon exercise in full of this Warrant.
(b) The Company covenants will take all steps which are necessary so that all the shares of Common Stock (or other securities) which the Company may be required to issue on exercise of this Warrant will, upon issuance, be listed on each securities exchange and quoted on each automated quotation system on which the Common Stock is (or those other securities are) listed or quoted.
(c) All shares of Common Stock issued on exercise of this Warrant will, when they are issued, be validly issued, fully paid, nonassessable and free of preemptive rights.
SECTION 4.03. The Company will not be required to issue any fraction of a share upon exercise of this Warrant. In any case in which the Warrant and against Holder would, except for the provisions of this Section 4.03, be entitled to receive a fraction of a share upon exercise of this Warrant, the Company will, upon exercise of this Warrant, issue the maximum number of whole shares it is required to issue, but the Company will not be required to make any payment of the Purchase Price will be duly authorized, validly issued, fully paid and nonassessable and free from all pre-emptive rights of or give any stockholder and free of all taxes, liens and charges other consideration with respect to a fraction of a share to which the issue thereofWarrant Holder would be entitled except for this Section 4.03.
SECTION 4.04. The Company covenants that it will take all reasonable action as may be necessary to assure that such Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon maintain a Warrant Register in which the Common Stock may name and address of each registered holder of Warrants will be listed, recorded.
SECTION 4.05. Notices or any agreement other communications to which the Warrant Holder will be deemed given by the Company may be a party.
Section 4.3. Notices to the Holder relating to this Warrant will be effective on the earliest of actual receipt or third Business Day after the third business day after mailing on which they are sent by first class mail (which shall be certified or registered, return receipt requested), postage prepaid, addressed to the Warrant Holder at the Warrant Holder's last known address shown on the books of Warrant Register mxxxxxxned by the Company.
Section 4.4SECTION 4.06. The issuance Until this Warrant is properly presented for registration of certificates for shares transfer of Common Stock upon this Warrant, the exercise of Company may treat the Warrant shall be made without charge Holder as the absolute owner of this Warrant for all purposes, including for the purpose of determining the persons entitled to exercise this Warrant, despite any notice to the Holder for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercisedcontrary.
Appears in 1 contract
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANT HOLDER. Section 4.14.01. The Warrant Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of Common Stock for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Warrant Holder any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any action by the Company (whether upon any recapitalization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings or other action affecting shareholders (except for notices provided for in this Warrant), receive dividends or subscription rights, or otherwise until this Warrant shall have been exercised and the Warrant Shares purchasable upon the exercise hereof shall have become deliverable as provided in Article II at which time the person or persons in whose name or names the certificate or certificates for the Warrant Shares being purchased are to be issued shall be deemed the holder or holders of record of such shares for all purposes; provided, however that if any such exercise occurs on a date when the Company's stock transfer books are closed, the person or persons in whose name or names the certificate or certificates for such shares are to be issued shall be deemed the record holder or holders thereof for all purposes at the opening of business on the next day on which such stock transfer books are open and this Warrant shall not be deemed to have been exercised until such next day for the purpose of determining entitlement to dividends on such Common Stock, and such exercise shall be at the actual Warrant Price in effect at such date.
Section 4.02. If this Warrant is duly exercisedlost, stolen, mutilated or destroyed, the Holder will for all purposes be deemed Company may, on such terms, including terms of indemnity, as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as, and in substitution for, this Warrant. Subject to become the holder receipt of record indemnity pursuant to provisions of the preceding sentence, any such new Warrant Shares as to which this Warrant is exercised, executed and the certificate for such shares will be dated, delivered shall constitute an additional contractual obligation on the date this Warrant is surrendered for exercise and the Purchase Price paid in accordance with Section 2.2 hereof, except that if such date is not a Business Day, the Holder will be deemed to become the record holder part of the Warrant SharesCompany, and the certificate will be dated, on the next succeeding Business Day. The Holder will whether or not be entitled to any rights as a holder of the Warrant Sharesso lost, including the right to vote and to receive dividendsstolen, until the Holder becomes destroyed or is deemed to become the holder of such shares pursuant to the terms hereofmutilated shall at any time be enforceable by anyone.
(a) The Company covenants and agrees that it will at all times to reserve and keep available for the exercise of this Warrant a sufficient number of authorized but unissued shares of Common Stock to permit the full exercise in full of this Warrant.
(b) The Company covenants that all shares of Common Stock issued upon exercise of this Warrant Warrant, and against upon payment of the Purchase Warrant Price therefor as provided for herein, will be duly authorized, validly issued, fully paid and nonassessable and free from all prenon-emptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company covenants that it will take all reasonable action as may be necessary to assure that such Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which the Common Stock may be listed, or any agreement to which the Company may be a partyassessable.
Section 4.34.04. Notices Notwithstanding anything herein to the contrary, the Company shall not issue a fraction of a share upon any exercise of this Warrant, and if the Warrant Holder relating would be entitled upon the exercise hereof to receive a fraction of a share, the Company shall, upon such exercise and receipt by the Company of the Warrant Price, issue cash in lieu thereof.
Section 4.05. All notices or other communications required or permitted to be given under this Warrant will be effective on the earliest of actual receipt or the third business day after mailing by first class mail (which shall be in writing and shall be deemed given when delivered personally, or five (5) business days after the date on which mailed by registered or certified or registeredmail, return receipt requested), postage prepaid, addressed to the Company, at its then principal place of business and to the Warrant Holder at the his last known address shown as it shall appear on the books of the Company.
Section 4.4. The issuance of certificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.
Appears in 1 contract
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANT HOLDER. Section 4.1. SECTION 4.1 If this Warrant is duly exercised, the Holder will for all purposes be deemed to become the holder of record of the Warrant Shares as to which this Warrant is exercisedexercised on, and the certificate for such shares will be dated, on dated the date this Warrant is surrendered for exercise and the Purchase Price paid in accordance with Section 2.2 hereof, except that if such that date is not a Business Day, the Holder will be deemed to become the record holder of the Warrant SharesShares on, and the certificate will be dated, on the next succeeding Business Day. The Holder will not be entitled to any rights as a holder of the Warrant Shares, including the right to vote and to receive dividends, until the Holder becomes or is deemed to become the holder of such shares pursuant to the terms hereof.
(a) The Company covenants and agrees that it will at all times reserve and keep available for the exercise of this Warrant a sufficient number of authorized but unissued shares of Common Stock to permit the exercise in full of this Warrant.
(b) Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall use its reasonable best efforts to cause those shares to be authorized for listing, to the extent not previously authorized for listing, on any securities exchange or trading system upon which the Common Stock is then listed.
(c) The Company covenants that all shares of Common Stock issued upon exercise of this Warrant and against payment of the Purchase Price will be duly authorized, validly issued, fully paid and nonassessable and free from all pre-emptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company covenants that it will take all reasonable action as may be necessary to assure that such Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which the Common Stock may be listed, or any agreement to which the Company may be a partynonassessable.
Section 4.3. SECTION 4.3 Notices to the Holder relating to this Warrant will be effective on the earliest of actual receipt or the third business day after mailing by first class mail (which shall be certified or registered, return receipt requested), postage prepaid, addressed to the Warrant Holder at the address shown on the books of the Company.
Section 4.4. The issuance of certificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.
Appears in 1 contract
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANT HOLDER. Section 4.1. If this Warrant is duly exercised, the Holder will for all purposes be deemed to become the holder of record of the Warrant Shares as to which this Warrant is exercisedexercised on, and the certificate for such shares will be dated, on dated the date this Warrant is surrendered for exercise and the Purchase Price paid in accordance with Section 2.2 hereof, except that if such that date is not a Business Day, the Holder will be deemed to become the record holder of the Warrant SharesShares on, and the certificate will be dated, on dated the next succeeding Business Day. The Holder will not be entitled to any rights as a holder of the Warrant Shares, including the right to vote and to receive dividends, until the Holder becomes or is deemed to become the holder of such shares pursuant to the terms hereof.
(a) The Company covenants and agrees that it will at all times reserve and keep available for the exercise of this Warrant a sufficient number of authorized but unissued shares of Common Stock to permit the exercise in full of this Warrant.
(b) Prior to the issuance of any shares of Common Stock upon exercise of this Warrant, the Company shall use its reasonable best efforts to cause those shares to be authorized for listing, to the extent not previously authorized for listing, on any securities exchange or trading system upon which the Common Stock is then listed.
(c) The Company covenants that all shares of Common Stock issued upon exercise of this Warrant and against payment of the Purchase Price will be duly authorized, validly issued, fully paid and nonassessable and free from all pre-emptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company covenants that it will take all reasonable action as may be necessary to assure that such Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which the Common Stock may be listed, or any agreement to which the Company may be a partynonassessable.
Section 4.3. Notices to the Holder relating to this Warrant will be effective on the earliest of actual receipt or the third business day after mailing by first class mail (which shall be certified or registered, return receipt requested), postage prepaid, addressed to the Warrant Holder at the address shown on the books of the Company.
Section 4.4. The issuance Holder of certificates for this Warrant shall have the right to include all of the shares of Common Stock upon underlying this Warrant (the exercise "Registrable Securities") as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing. Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the Warrant registration; PROVIDED, HOWEVER, that if any registration pursuant to this Section shall be made without charge underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the Holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the Holder total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be withheld from the market by the Holders thereof for any issue tax a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in respect thereof; provided, however, that the Company shall not be required order to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercisedeffect such underwritten offering.
Appears in 1 contract
Samples: 5% Convertible Debenture Purchase Agreement (Hirel Holdings Inc)
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANT HOLDER. Section 4.1SECTION 4.01. If The Warrant Holder, as such, shall not be entitled to vote or receive dividends or be deemed the holder of shares of Common Stock for any purpose, nor shall anything contained in this Warrant is duly exercisedbe construed to confer upon the Warrant Holder, as such, any of the Holder will rights of a stockholder of the Company or any right to vote, give or withhold consent to any action by the Company (whether upon any recapitalization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings or other action affecting stockholders (except for notices provided for in this Warrant), receive dividends or subscription rights, or otherwise, until this Warrant shall have been exercised and the Warrant Shares purchasable upon the exercise hereof shall have become deliverable as provided in Article II, at which time the person or persons in whose name or names the certificate or certificates for the Warrant Shares being purchased are to be issued shall be deemed the holder or holders of record of such shares for all purposes; PROVIDED, HOWEVER, that any such exercise on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificate or certificates for such shares are to be issued as the record holder or holders thereof for all purposes be deemed to become at the holder opening of record of the Warrant Shares as to which this Warrant is exercised, and the certificate for such shares will be dated, on the date this Warrant is surrendered for exercise and the Purchase Price paid in accordance with Section 2.2 hereof, except that if such date is not a Business Day, the Holder will be deemed to become the record holder of the Warrant Shares, and the certificate will be dated, business on the next succeeding Business Day. The Holder will day on which such stock transfer books are open and this Warrant shall not be entitled deemed to any rights have been exercised, in whole or in part as a holder the case may be, until such next succeeding day on which stock transfer books are open for the purpose of determining entitlement to dividends on such Common Stock, and such exercise shall be at the Warrant Shares, including the right to vote and to receive dividends, until the Holder becomes or is deemed to become the holder of Price in effect at such shares pursuant to the terms hereofdate.
(a) SECTION 4.02. 1. The Company covenants and agrees that it will at all times it shall reserve and keep available for the exercise of this Warrant a sufficient such number of authorized but unissued shares of Common Stock as are sufficient to permit the exercise in full of this Warrant.
(b) The Company covenants that all shares of Common Stock issued upon exercise of this Warrant and against payment of the Purchase Price will be duly authorized, validly issued, fully paid and nonassessable and free from all pre-emptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company covenants that it will take all reasonable action as may be necessary to assure that such Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which the Common Stock may be listed, or any agreement to which the Company may be a party.
Section 4.3. Notices to the Holder relating to this Warrant will be effective on the earliest of actual receipt or the third business day after mailing by first class mail (which shall be certified or registered, return receipt requested), postage prepaid, addressed to the Warrant Holder at the address shown on the books of the Company.
Section 4.4. The issuance of certificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.
Appears in 1 contract
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANT HOLDER. Section 4.1SECTION 4.01. If this Warrant is duly exercised, the Warrant Holder will for all purposes be deemed to become the holder of record of the Warrant Shares as to Common Stock into which this Warrant is exercisedexercisable, and the certificate for such shares will be dated, on dated the date this Warrant is surrendered for exercise and the Purchase Price paid in accordance with Section 2.2 hereofexercise, except that if such that is a date is not a Business Daywhen the stock transfer books of the Company are closed, the Warrant Holder will be deemed to become the record holder of the Warrant Shares, shares on and the certificate will be dated, on the next succeeding Business DayDay when the stock transfer books of the Company are open. The Holder Until this Warrant is exercised the Warrant Holder, as such, will not be entitled to any rights as a holder of the Warrant Sharesrights of a shareholder of the Company, including the right to vote and of vote, to receive dividendsdividends or other distributions or to exercise preemptive rights (if any), until and will not be entitled to receive notice of any proceedings of the Holder becomes or is deemed to become the holder of such shares pursuant to the terms hereofCompany, except as provided in this Warrant.
(a) SECTION 4.02. The Company covenants and agrees that it will that:
(1) at all times it will reserve and keep available for the exercise of this Warrant a sufficient number of authorized but unissued shares of Common Stock to permit the exercise in full of this Warrant.;
(b2) The Company covenants that all shares of Common Stock issued upon on exercise of this Warrant and against payment of the Purchase Price will be duly authorized, validly issued, fully paid and paid, nonassessable and free from all pre-emptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company covenants that it will take all reasonable action as may be necessary to assure that such Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which the Common Stock may be listed, or any agreement to which the Company may be a partypreemptive rights.
Section 4.3SECTION 4.03. Notices to the Warrant Holder relating to this Warrant will be effective on the earliest of actual receipt or the third business day after mailing and will be sufficiently given or made if personally delivered or if sent by first class mail (which shall may be certified or registered, return receipt requested), postage prepaid, addressed to the Warrant Holder at the address shown on the books of the Company.
Section 4.4. The issuance of certificates for shares of Common Stock upon the exercise of the Warrant shall be made without charge to the Holder for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.
Appears in 1 contract
