RESERVATION AND AUTHORIZATION OF SHARES. From and after the Closing Date, the Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued Shares of Series A Preferred Stock as will be sufficient to permit the exercise in full of all outstanding Warrants. All Shares of Series A Preferred Stock, when issued upon exercise of this Warrant and payment therefor in accordance with the terms of this Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights. Before taking any action that would result in an adjustment in the number of Shares of Series A Preferred 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 thereof. If any Shares of Series A Preferred 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 before such Shares of Series A Preferred Stock may be so issued, the Company will in good faith and as expeditiously as possible and at its expense endeavor to cause such Shares of Series A Preferred Stock to be duly registered or qualified. The Company agrees that it will not reduce the par value of the Series A Preferred Stock
RESERVATION AND AUTHORIZATION OF SHARES. From and after the effective date of the Charter Amendment (hereinafter defined), the Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued Shares as will be sufficient to permit the exercise in full of all outstanding Warrants. All Shares, 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 that would result in an adjustment in the number of Shares 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 thereof. If any Shares 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 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 or qualified.
RESERVATION AND AUTHORIZATION OF SHARES. Eastside covenants that, as soon as practicable and during the period when any of the Derivatives are outstanding, it will reserve for issuance to SPV, Bigger and District 2 pursuant to conversions and/or exercises of Derivatives (as defined below), from its authorized and unissued Common Stock a number of shares equal to two hundred percent (200%) of the Potential Shares (the “Requisite Reserve”). As used herein, the term “Derivatives” means the outstanding SC Preferred, SD Preferred, SE Preferred, and such warrants as are owned by Bigger or District 2, all to the extent they are outstanding, and the term “Potential Shares” means the number of shares of Common Stock into which the Derivatives could be converted or for which the Derivatives could be exercised as of completion of the Merger Closing. Eastside further covenants that its execution of this Agreement shall constitute full authority to its officers who are charged with the duty of issuing the necessary shares upon the conversion or exercise of Derivatives. Eastside will take all such reasonable action as may be necessary to assure that such Potential Shares may be issued without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. Eastside covenants that all Potential Shares that may be issued upon the exercise or conversion of a Derivative will, upon such conversion or exercise and payment of the purchase price, if any, be duly authorized, validly issued, fully paid, and nonassessable and free from all taxes, liens, and charges created by Eastside in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
RESERVATION AND AUTHORIZATION OF SHARES. From and after the Closing Date, the Issuer shall at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued Shares as shall be sufficient to permit the exercise in full of all outstanding Warrants. All Shares, when issued upon exercise of this Warrant and payment therefor in accordance with the terms of this Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights.
RESERVATION AND AUTHORIZATION OF SHARES. The Corporation shall at all times when the ESOP Shares shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the ESOP Shares, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of ESOP Shares.
RESERVATION AND AUTHORIZATION OF SHARES. 7.1 If the Qualified Financing Initial Exercise Date shall occur, from and after the Qualified Financing Initial Exercise Date, the Company will cause to be reserved and kept available out of its authorized and unissued shares of Qualified Financing Conversion Stock the number of whole shares of such Qualified Financing Conversion Stock sufficient to permit the exercise in full of this Warrant.
7.2 If the Common Stock Initial Exercise Date shall occur, from and after the Common Stock Initial Exercise Date, the Company will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock the number of whole shares of such Common Stock sufficient to permit the exercise in full of this Warrant.
7.3 The Company will not, by amendment of its charter or through reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Applicable Stock issuable upon the exercise of this Warrant and (b) take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Applicable Stock upon the exercise of this Warrant.
RESERVATION AND AUTHORIZATION OF SHARES. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued Shares solely for issuance and delivery upon the exercise of the Warrants and, in respect of such exercise, free of preemptive rights, such number of Shares as from time to time shall be issuable upon the exercise in full of all outstanding Warrants. The Company covenants that all Shares issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable. The Company shall take all such actions as may be necessary to ensure that all such Shares may be so issued without violation of any applicable law or governmental regulation or, if applicable, any requirements of any domestic stock exchange upon which the Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).
RESERVATION AND AUTHORIZATION OF SHARES. From and after the date of this Warrant Agreement, the Company shall at all times reserve and keep available for issue upon the exercise of the Warrants such number of its authorized but unissued Shares as will be sufficient to permit the exercise in full of all Warrants. All Shares, when issued upon exercise of any Warrant and payment therefor in accordance with the terms of this Warrant Agreement, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights.
RESERVATION AND AUTHORIZATION OF SHARES. The Parent shall at all times reserve and keep available for issuance authorized but unissued Parent Shares in the number of the Telegate Exchange Shares. The Telegate Exchange Shares when issued against receipt by the Company of the Telegate Shares as provided in this Clause 3, shall be duly and validly issued and fully paid and nonassessable.
RESERVATION AND AUTHORIZATION OF SHARES. (a) The Borrower shall at all times reserve and keep available for issuance upon the exercise of the Exercise Option such number of its authorized but unissued shares of Preferred Stock as will be sufficient to permit the exercise in full of the Exercise Option. All shares of Preferred Stock issuable upon exercise of the Exercise Option shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive rights.
(b) Before taking any action which would cause an adjustment increasing the number of Synthetic Shares, the Borrower shall take any corporate action which may be necessary in order that the Borrower may validly and legally issue an increased number of fully paid and nonassessable shares of Preferred Stock, sufficient to exchange the Loans to Preferred Stock, after giving effect to such adjustment.
