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

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- From and after the Original Issue Date, the Company shall at all times reserve and keep available for issuance upon the exercise of 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 Warrants. All shares of Common Stock issuable pursuant to the terms hereof, when issued upon exercise of this Warrant with payment therefor in accordance with the terms hereof, 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 that would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the 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 over 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 (other than under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION REGISTRATION WITH OR -------------------------------------------------------------------- APPROVAL ---------------------------------------------------------------------------- OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- ----------------------------- From and after the Original Issue Closing Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of 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 Warrants. All shares of Common Stock issuable pursuant to the terms hereofwhich shall be so issuable, when issued upon exercise of this any Warrant with and payment therefor in accordance with the terms hereofof such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights and shall be free and clear of all Liensrights. 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, Company shall take any corporate action which may be necessary in order that Company may validly and legally issue fully paid and 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 Exercise 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 over such actionthereof. 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 (other otherwise than under the Securities Act or any state securities lawas provided in Section 9) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION REGISTRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- From and after the Original Issue Closing Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of the 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 Warrants. All shares of Common Stock issuable pursuant to the terms hereofwhich shall be so issuable, when issued upon exercise of this any Warrant with and payment therefor in accordance with the terms hereof, of such Warrant shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights and shall be free and clear of all Liensrights. 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 corporate action which may be necessary in order that the Company may validly and legally issue fully paid and 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 Exercise 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 over such actionthereof. 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 (other than under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION REGISTRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- From and after the Original Issue Date, the The Company shall at all times reserve and keep available for issuance upon the exercise of the Warrants 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 Warrantswarrants. All The Company covenants that all shares of Common Stock issuable pursuant to the terms hereofwhich shall be so issuable, when issued upon exercise of this any Warrant with and payment therefor in accordance with the terms hereofof such Warrant, 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 Exercise Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be he necessary from any public regulatory body or bodies having jurisdiction over such actionthereof. 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 (other otherwise than under the Securities Act or any state securities lawas provided in Section 9) before such shares may be so issued, the Company will in good faith and faith, as expeditiously as possible and at its expense own expense, endeavor to cause such shares to be duly registeredregistered or qualified, as the case may be.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- From and after the Original Issue Date, the 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 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 Warrants. All Without the prior written consent of the Holder, the Company 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. 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 pursuant to the terms hereof, when issued upon exercise of this Warrant with payment therefor the Warrants, the Company shall take any corporate action which may, in accordance with the terms hereofopinion of its counsel, shall be duly necessary in order that the Company may validly and validly issued and fully legally issue fully-paid and nonassessable, not subject to preemptive rights and shall be free and clear nonassessable shares of all LiensCommon Stock at such adjusted Current Warrant Price. Before taking any action that 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 Exercise PriceCurrent Warrant Price 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 over such action. If any shares of Common Stock required thereof (except that nothing contained in this Warrant certificate shall require the Company to be reserved for issuance upon exercise of register the Warrants require registration or qualification with any governmental authority under any federal or state law (other than under the Securities Act or any similar federal or state securities law) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registeredequivalent).

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION REGISTRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- From and after the Original Issue Closing Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of the 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 Warrants. All shares of Common Stock issuable pursuant to the terms hereofwhich shall be so issuable, when issued upon exercise of this any Warrant with and payment therefor in accordance with the terms hereofof such Warrant, shall be duly and validly issued and fully paid and nonassessablenon-assessable, and not subject to preemptive rights and shall be free and clear of all Lienspre-emptive 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, Company shall take any corporate action which may be necessary in order that Company may validly and legally issue fully paid and 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 Exercise 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 over such actionthereof. 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 (other otherwise than under the Securities Act or any state securities lawas provided in Section 9) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registeredregistered or qualified.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION REGISTRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- From and after the Original Issue Closing Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of 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 Warrants. All shares of Common Stock issuable pursuant to the terms hereofwhich shall be so issuable, when issued upon exercise of this any Warrant with and payment therefor in accordance with the terms hereofof such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights and shall be free and clear of all Liensrights. 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, Company shall take any corporate action which may be necessary in order that Company may validly and legally issue fully paid and 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 Exercise 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 over such actionthereof. 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 (other otherwise than under the Securities Act or any state securities lawas provided in Section 9) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION REGISTRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- AUTHORITY. From and after the Original Issue Datedate hereof, the Company shall at all times reserve and keep available for issuance upon the exercise of the Warrants 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. All shares of Common Stock issuable pursuant to the terms hereof, when issued upon exercise of this Warrant with payment therefor in accordance with the terms hereof, shall be duly and validly issued and fully paid and nonassessable, not subject to preemptive rights and shall be free and clear of all Liensany mortgage, pledge, deed of trust, lien, charge, encumbrance or security interest of any kind. Before taking any action that would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Exercise 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 over such actiongovernmental 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 (other than under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION REGISTRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- From and after the Original Issue Effective Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of 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 Warrants. All shares of Common Stock issuable pursuant to the terms hereofwhich shall be so issuable, when issued upon exercise of this any Warrant with and payment therefor in accordance with the terms hereofof this Warrant Agreement, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights and shall be free and clear of all Liensrights. 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 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 Exercise 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 over such actionthereof. 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 (other than under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- 6.1 From and after the Original Issue Date, the Company shall at all times reserve and keep available for issuance upon the exercise of 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 Warrants. All shares of Common Stock issuable pursuant to the terms hereof, when issued upon exercise of this Warrant with payment therefor in accordance with the terms hereof, 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 that would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the 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 over 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 (other than under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION REGISTRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- AUTHORITY. From and after the Original Issue Closing Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of 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 Warrants. All shares of Common Stock issuable pursuant to the terms hereofthat shall be so issuable, shall be duly authorized and when issued upon exercise of this any Warrant with and payment therefor in accordance with the terms hereofof such Warrant, shall be duly and validly issued and issued, 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 corporate action that may be necessary in order that the Company may validly and legally issue fully paid and 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 Exercise 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 over such actionthereof. 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 (other than under the Securities Act or any state securities law) 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 and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION REGISTRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- From and after the Original Issue Closing Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of 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 Warrants. All shares of Common Stock issuable pursuant to the terms hereofwhich shall be so issuable, when issued upon exercise of this any Warrant with and payment therefor in accordance with the terms hereofof such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights and shall be free and clear of all Liensrights. 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, Company shall take any corporate action which may be necessary in order that Company may validly and legally issue fully paid and 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 Exercise 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 over such actionthereof. 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 (other otherwise than under the Securities Act or any state securities lawas provided in Section 9) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registeredregistered or qualified.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION REGISTRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- From and after the Original Issue Date, the The Company shall at all times reserve and keep available for issuance upon the exercise of the Warrants 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 Warrantswarrants. All The Company covenants that all shares of Common Stock issuable pursuant to the terms hereofwhich shall be so issuable, when issued upon exercise of this any Warrant with and payment therefor in accordance with the terms hereofof such Warrant, 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 Exercise Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be he necessary from any public regulatory body or bodies having jurisdiction over such actionthereof. 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 (other otherwise than under the Securities Act or any state securities lawas provided in Section 9) before such shares may be so issued, the Company will in good faith and faith, as expeditiously as possible and at its expense own expense, endeavor to cause such shares to be duly registeredregistered or qualified, as the case may be.

RESERVATION AND AUTHORIZATION OF COMMON STOCK. REGIS TRATION REGISTRATION WITH OR -------------------------------------------------------------------- APPROVAL OF ANY GOVERNMENTAL AUTHORITY -------------------------------------- From and after the Original Issue Closing Date, the Company shall at all times reserve and keep available for issuance issue upon the exercise of the Warrants 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. All shares of Common Stock issuable pursuant to the terms hereofwhich shall be so issuable, when issued upon exercise of this the Warrant with and payment therefor in accordance with the terms hereofof the Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights and shall be free and clear of all Liensrights. 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 Warrant, the Company shall take any corporate action which may be necessary in order that the Company may validly and legally issue fully paid and 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 Exercise 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 over such actionthereof. 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 (other than under the Securities Act or any state securities law) before such shares may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such shares to be duly registered.