Common use of RESERVATION AND AUTHORIZATION OF COMMON STOCK Clause in Contracts

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrants. The Company covenants that all shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, as expeditiously as possible and at its own expense, endeavor to cause such shares to be duly registered or qualified, as the case may be.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION REGIS TRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY The -------------------------------------- From and after the Original Issue Date, the Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant the Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrantsWarrants. The Company covenants that all All shares of Common Stock which shall be so issuableissuable pursuant to the terms hereof, when issued upon exercise of any this Warrant and with payment therefor in accordance with the terms of such Warranthereof, shall be duly and validly issued and fully paid and nonassessable, not subject to preemptive rights and shall be free and clear of all Liens. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereofover such action. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any federal or state law (otherwise other than as provided in Section 9under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith, faith and as expeditiously as possible and at its own expense, expense endeavor to cause such shares to be duly registered or qualified, as the case may beregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The From and after the Closing Date, Company shall at all times reserve and keep available for issuance issue upon the exercise of this Warrant Warrants such number of its authorized but unissued shares available of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrantsWarrants. The Company covenants that all All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessablenon-assessable, and not subject to pre-emptive rights. Before taking any action which would cause an adjustment reducing the Current current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority or other governmental approval or filing under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, faith and as expeditiously as possible and at its own expense, expense endeavor to cause such shares to be duly registered or qualified, as the case may be.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrants. The Company covenants that all shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all authorizations or exemptions thereof, or consents thereto, as may be he necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be he reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, as expeditiously as possible and at its own expense, endeavor to cause such shares to be duly registered or qualified, as the case may be.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The From and after the Effective Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of this Warrant Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrantsWarrants. The Company covenants that all All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrantthis Warrant Agreement, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is Warrants are exercisable or in the Current Warrant Price, the Company shall use its best efforts to obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority or other governmental approval or filing under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, faith and as expeditiously as possible and at its own expense, expense endeavor to cause such shares to be duly registered or qualified, as the case may beregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY Registration with ---------------------------------------------------------------- or Approval of any Governmental Authority. The Company shall at all times ----------------------------------------- reserve and keep available for issuance issue upon the exercise of this Warrant Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrantsWarrants. The Without the prior written consent of the Holder, the Company covenants that all will not amend its Certificate of Incorporation in any respect relating to the Common Stock other than to increase or decrease the number of shares of authorized capital stock (subject to the provisions of the preceding sentence) or to decrease the par value of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessableStock. Before taking any action which would cause an adjustment reducing the Current Warrant Price per share of Common Stock below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully fully-paid and nonassessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable comprising a Stock Unit or in the Current Warrant PricePrice per share of Common Stock, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. If thereof (except that nothing contained in this Warrant certificate shall require the Company to register the Warrants under the Securities Act or any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any similar federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, as expeditiously as possible and at its own expense, endeavor to cause such shares to be duly registered or qualified, as the case may beequivalent).

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The AUTHORITY. From and after the Closing Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of this Warrant Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrantsWarrants. The Company covenants that all All shares of Common Stock which that shall be so issuable, shall be duly authorized and when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and issued, fully paid and nonassessable. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which that may be necessary in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issuedissued (other than as a result of a prior or contemplated distribution by the Holder of this Warrant), the Company will in good faith, faith and as expeditiously as possible and at its own expense, expense endeavor to cause such shares to be duly registered or qualified, as the case may beregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The From and after the Closing Date, Company shall at all times reserve and keep available for issuance issue upon the exercise of this Warrant Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrantsWarrants. The Company covenants that all All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority or other governmental approval or filing under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, faith and as expeditiously as possible and at its own expense, expense endeavor to cause such shares to be duly registered or qualified, as the case may be.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The AUTHORITY. From and after the date hereof, the Company shall at all times reserve and keep available for issuance upon the exercise of this the Warrant such number of its authorized but unissued shares of Common Stock Stock, free from preemptive rights, as will be sufficient to permit the exercise in full of all outstanding warrantsthe Warrant. The Company covenants that all All shares of Common Stock which shall be so issuableissuable pursuant to the terms hereof, when issued upon exercise of any this Warrant and with payment therefor in accordance with the terms of such Warranthereof, shall be duly and validly issued and fully paid and nonassessable, not subject to preemptive rights and shall be free and clear of any mortgage, pledge, deed of trust, lien, charge, encumbrance or security interest of any kind. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Priceexercisable, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereofgovernmental authority. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants this Warrant require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, faith and as expeditiously as possible and at its own expense, expense endeavor to cause such shares to be duly registered or qualified, as the case may beregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL ---------------------------------------------------------------------------- OF ANY GOVERNMENTAL AUTHORITY The ----------------------------- From and after the Closing Date, Company shall at all times reserve and keep available for issuance issue upon the exercise of this Warrant Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrantsWarrants. The Company covenants that all All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority or other governmental approval or filing under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, faith and as expeditiously as possible and at its own expense, expense endeavor to cause such shares to be duly registered or qualified, as the case may beregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The From and after the Closing Date, Company shall at all times reserve and keep available for issuance issue upon the exercise of this Warrant Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrantsWarrants. The Company covenants that all All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority or other governmental approval or filing under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, faith and as expeditiously as possible and at its own expense, expense endeavor to cause such shares to be duly registered or qualified, as the case may beregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The From and after the Closing Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of this Warrant Warrants such number of its authorized but unissued shares of Common Stock as will would be sufficient at such time to permit the exercise in full of all outstanding warrantsWarrants. The Company covenants that all All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, Warrant shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, faith and as expeditiously as possible and at its own expense, expense endeavor to cause such shares to be duly registered or qualified, as the case may beregistered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrants. The Company covenants that all shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all authorizations or exemptions thereof, or consents thereto, as may be he necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, as expeditiously as possible and at its own expense, endeavor to cause such shares to be duly registered or qualified, as the case may be.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY The From and after the Closing Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of this the Warrant such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding warrantsthe Warrant. The Company covenants that all All shares of Common Stock which shall be so issuable, when issued upon exercise of any the Warrant and payment therefor in accordance with the terms of such the Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the WarrantsWarrant, the Company shall take any and all corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of such Common Stock at such adjusted Current Warrant Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. If any shares of Common Stock required to be reserved for issuance upon exercise of Warrants require registration or qualification with any governmental authority or other governmental approval or filing under any federal or state law (otherwise than as provided in Section 9) before such shares may be so issued, the Company will in good faith, faith and as expeditiously as possible and at its own expense, expense endeavor to cause such shares to be duly registered or qualified, as the case may beregistered.