RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants and agrees (a) that all shares of Common Stock which may be issued upon the exercise of the Warrants will, upon issuance, be validly issued, fully paid and nonassessable and free of all insurance or transfer taxes, liens and charges with respect to the issue thereof; (b) that during the Exercise Period, the Company will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the Warrants, sufficient shares of Common Stock to provide for the exercise of the Warrants, and (c) that the Company will take all such action as may be necessary to ensure that the shares of Common Stock issuable upon the exercise of the Warrants may be so issued without violation of any applicable law or regulation, or any requirements of any domestic securities exchange upon which any capital stock of the Company may be listed; provided, however, that nothing contained herein shall impose upon the Company any obligation to register the Warrants or the Common Stock pursuant applicable securities laws. In the event that any securities of the Company, other than the Common Stock, are issuable upon exercise of the Warrants, the Company will take or refrain from taking any action referred to in clauses (a) through (c) of this Section 3 as though such clauses applied, mutatis mutandis, to such other securities then issuable upon the exercise the Warrants.
Appears in 5 contracts
Samples: Warrant Agreement (A.C.T. Holdings, Inc.), Subscription Agreement (Tsevni Real Estate Group Inc), Warrant Agreement (A.C.T. Holdings, Inc.)
RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants and agrees (a) that all shares of Common Stock which may be issued upon the exercise of the Warrants will, upon issuance, be validly issued, fully paid and nonassessable and free of all insurance or transfer taxes, liens and charges with respect to the issue thereof; (b) that during the Exercise Period, the Company will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the Warrants, sufficient shares of Common Stock to provide for the exercise of the Warrants, and (c) that the Company will take all such action as may be necessary to ensure that the shares of Common Stock issuable upon the exercise of the Warrants may be so issued without violation of any applicable law or regulation, or any requirements of any domestic securities exchange upon which any capital stock of the Company may be listed; provided, however, that nothing contained herein shall impose upon the Company any obligation to register the Warrants or the Common Stock pursuant to applicable securities laws. In the event that any securities of the Company, other than the Common Stock, are issuable upon exercise of the Warrants, the Company will take or refrain from taking any action referred to in clauses (a) through (c) of this Section 3 as though such clauses applied, mutatis mutandis, to such other securities then issuable upon the exercise the Warrants.
Appears in 4 contracts
Samples: Securities Purchase Agreement (C T Holdings Inc), Securities Purchase Agreement (A.C.T. Holdings, Inc.), Securities Purchase Agreement (A.C.T. Holdings, Inc.)
RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants and agrees (aA) that all shares of Common Stock which may be issued upon the exercise of the Warrants represented by this Warrant Certificate will, upon issuance, be validly issued, fully paid and nonassessable and free of all insurance or transfer taxes, liens and charges with respect to the issue thereof; , (b) that during the Exercise Period, the Company will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the WarrantsWarrants evidenced by this Warrant Certificate, sufficient shares of Common Stock to provide for the exercise of the WarrantsWarrants represented by this Warrant Certificate, and (c) that the Company will take all such action as may be necessary to ensure that the shares of Common Stock issuable upon the exercise of the Warrants may be so issued without violation of any applicable law or regulation, or any requirements of any domestic securities exchange upon which any capital stock of the Company may be listed; , provided, however, that nothing contained herein shall impose upon the Company any obligation to register the Warrants warrants evidenced by this Warrant Certificate or the such Common Stock pursuant under applicable securities lawslaws except as provided in the Subscription Agreement. In the event that any securities of the Company, Company other than the Common Stock, Stock are issuable upon exercise of the Warrants, the Company will take or refrain from taking any action referred to in clauses (aA) through (c) of this Section 3 as though such clauses applied, mutatis mutandis, mutandis to such other securities then issuable upon the exercise the Warrants.
Appears in 2 contracts
Samples: Secured Convertible Debenture Purchase Agreement (Lexington Energy Services Inc.), Secured Convertible Debenture Purchase Agreement (Lexington Energy Services Inc.)
RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants and agrees (a) that all shares of Common Stock which may be issued upon the exercise of the Warrants represented by this Warrant Certified will, upon issuance, be validly issued, fully paid and nonassessable and free of all insurance or transfer taxes, liens and charges with respect to the issue thereof; , (b) that during the Exercise Period, the Company will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the WarrantsWarrants evidenced by this Warrant Certificate, sufficient shares of Common Stock to provide for the exercise of the WarrantsWarrants represented by this Warrant Certificate, and (c) that the Company will take all such action as may be necessary to ensure that the shares of Common Stock issuable upon the exercise of the Warrants may be so issued without violation of any applicable law or regulation, or any requirements of any domestic securities exchange upon which any capital stock of the Company may be listed; , provided, however, that nothing contained herein shall impose upon the Company any obligation to register the Warrants or the warrants evidenced by this Warrant Certificate of such Common Stock pursuant under applicable securities lawslaws except as provided in the Investment Agreement. In the event that any securities of the Company, Company other than the Common Stock, Stock are issuable upon exercise of the Warrants, the Company will take or refrain from taking any action referred to in clauses (a) through (c) of this Section 3 as though such clauses applied, mutatis mutandis, mutandis to such other securities then issuable upon the exercise the Warrants.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Cove Hill Consulting Inc), Warrant Purchase Agreement (Cove Hill Consulting Inc)
RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants and agrees agrees
(a) that all shares of Common Stock common stock which may be issued upon the exercise of the Warrants represented by this Warrant Certificate will, upon issuance, be validly issued, fully paid and nonassessable non-assessable and free of all insurance or transfer taxes, liens and charges with respect to the issue thereof; ,
(b) that during the Exercise Period, the Company will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the WarrantsWarrants evidenced by this Warrant Certificate, sufficient shares of Common Stock common stock to provide for the exercise of the WarrantsWarrants represented by this Warrant Certificate, and and
(c) that the Company will take all such action as may be necessary to ensure that the shares of Common Stock common stock issuable upon the exercise of the Warrants may be so issued without violation of any applicable law or regulation, or any requirements of any domestic securities exchange upon which any capital stock of the Company may be listed; , provided, however, that nothing contained herein shall impose upon the Company any obligation to register the Warrants warrants evidenced by this Warrant Certificate or the Common Stock pursuant such common stock under applicable securities lawslaws except as provided in the Subscription Agreement. In the event that any securities of the Company, Company other than the Common Stock, common stock are issuable upon exercise of the Warrants, the Company will take or refrain from taking any action referred to in clauses (aA) through (c) of this Section 3 as though such clauses applied, mutatis mutandis, mutandis to such other securities then issuable upon the exercise of the Warrants.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Neurokine Pharmaceuticals Inc.), Private Placement Subscription Agreement (Neurokine Pharmaceuticals Inc.)
RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants and agrees (a) that all shares of Common Stock which may be issued upon the exercise of the Warrants will, upon issuance, be validly issued, fully paid and nonassessable and free of all insurance or transfer taxes, liens and charges with respect to the issue thereof; (b) that during the Exercise Period, the Company will at all times have authorized, authorized and reserved for the purpose of issue or transfer upon exercise of the Warrants, sufficient shares of Common Stock to provide for the exercise of the Warrants, and (c) that the Company will take all such action as may be necessary to ensure that the shares of Common Stock issuable upon the exercise of the Warrants may be so issued without violation of any applicable law or regulation, or any requirements of any domestic securities exchange upon which any capital stock of the Company may be listed; provided, however, that nothing contained herein shall impose upon the Company any obligation to register the Warrants or the Common Stock pursuant applicable securities laws. In the event that any securities of the Company, other than the Common Stock, are issuable upon exercise of the Warrants, the Company will take or refrain from taking any action referred to in clauses (a) through (c) of this Section 3 as though such clauses applied, mutatis mutandis, to such other securities then issuable upon the exercise the Warrants.
Appears in 2 contracts
Samples: Warrant Agreement (Miv Therapeutics Inc), Warrant Agreement (Miv Therapeutics Inc)
RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants and agrees (a) that all shares of Common Stock which may be issued upon the exercise of the Warrants represented by this Warrant Certificate will, upon issuance, be validly issued, fully paid and nonassessable non-assessable and free of all insurance or transfer taxes, liens and charges with respect to the issue thereof; , (b) that during the Exercise Period, the Company will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the WarrantsWarrants evidenced by this Warrant Certificate, sufficient shares of Common Stock to provide for the exercise of the WarrantsWarrants represented by this Warrant Certificate, and (c) that the Company will take all such action as may be necessary to ensure that the shares of Common Stock issuable upon the exercise of the Warrants may be so issued without violation of any applicable law or regulation, or any requirements of any domestic securities exchange upon which any capital stock of the Company may be listed; provided, however, that nothing contained herein shall impose upon the Company any obligation to register the Warrants or the warrants evidenced by this Warrant Certificate of such Common Stock pursuant under applicable securities laws. In the event that any securities of the Company, other than the Common Stock, are issuable upon exercise of the Warrants, the Company will take or refrain from taking any action referred to in clauses (a) through (c) of this Section 3 as though such clauses applied, mutatis mutandis, mutandis to such other securities then issuable upon the exercise of the Warrants.
Appears in 1 contract
RESERVATION AND AUTHORIZATION OF COMMON STOCK. The Company covenants and agrees (a) that all shares of Common Stock which may be issued upon the exercise of the Warrants this Warrant will, upon issuance, be validly issued, fully paid and nonassessable nonassessable, not subject to any preemptive rights, and free of all insurance or transfer taxes, liens liens, security interests and charges with respect to the issue thereof; , (b) that during the Exercise Period, the Company will at all times have authorized, and reserved for the purpose of issue or transfer upon exercise of the WarrantsWarrant evidenced by this Warrant Certificate, sufficient shares of Common Stock Stock, not subject to any preemptive rights, to provide for the exercise of the WarrantsWarrant represented by this Warrant Certificate, and (c) that the Company will take all such action as may be necessary to ensure that the shares of Common Stock issuable upon the exercise of the Warrants Warrant may be so issued without violation of any applicable law or regulation, or any requirements of any domestic securities exchange upon which any capital stock of the Company may be listed; , provided, however, that nothing contained herein shall impose upon the Company any obligation to register the Warrants warrant evidenced by this Warrant Certificate or the Common Stock pursuant issuable upon exercise under applicable securities laws. In the event that any securities of the Company, Company other than the Common Stock, Stock are issuable upon exercise of the WarrantsWarrant, the Company will take or refrain from taking any action referred to in clauses (a) through (c) of this Section 3 as though such clauses applied, mutatis mutandis, mutandis to such other securities then issuable upon the exercise of the WarrantsWarrant.
Appears in 1 contract
Samples: Distribution and Marketing Agreement (Planvista Corp)