RESERVATION AND AUTHORIZATION OF WARRANT SHARES. The Company shall at all times reserve and keep available, free from preemptive rights, solely for issue upon the exercise of Warrants as herein provided, such number of its authorized but unissued shares of Common Stock or such number of shares of Common Stock in its Treasury, deliverable upon the exercise of Warrants as will be sufficient to permit the exercise in full of all outstanding Warrants at the then applicable Exercise Price. The Company covenants that all Warrant Shares will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that (i) there is no provision in its articles of incorporation or bylaws or any material agreement to which the Company is a party that would have prevented the Company from issuing the Warrants under the Original Warrant Agreement or would prevent the Company from issuing Warrants pursuant to this Agreement, (ii) all Warrant Shares that may be issued upon exercise of Warrants shall upon issuance be duly and validly authorized, issued and fully paid and nonassessable and free of preemptive or similar rights and (iii) the stock certificates issued to evidence any such Warrant Shares will comply with the Xxxxxxxx Islands Business Corporations Act and any other applicable laws. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of all of the Warrants in accordance with Section 3.2(b), the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no Warrant Shares shall be reserved in respect of such Warrants.
Appears in 3 contracts
Samples: Warrant Agreement, Warrant Agreement (Danaos Corp), Warrant Agreement (Danaos Corp)
RESERVATION AND AUTHORIZATION OF WARRANT SHARES. The Company shall at all times reserve and keep available, free from preemptive rights, solely for issue upon the exercise of Warrants as herein provided, such number of its authorized but unissued shares of Class A Common Stock or such number of shares of Common Stock in its Treasury, deliverable upon the exercise of Warrants as will be sufficient to permit the exercise in full of all outstanding Warrants at the then applicable Exercise PriceWarrants. The Company covenants that all Warrant Shares will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is are then listed. The Company covenants that (i) there is no provision in its articles of incorporation or bylaws or any material agreement to which the Company is a party that would have prevented the Company from issuing the Warrants under the Original Warrant Agreement or would prevent the Company from issuing Warrants pursuant to this Agreement, (ii) all Warrant Shares that may be issued upon exercise of Warrants shall upon issuance be duly and validly authorized, issued and fully paid and nonassessable and free of preemptive or similar rights and (iiiii) the stock certificates issued to evidence any such Warrant Shares will comply with the Xxxxxxxx Mxxxxxxx Islands Business Corporations Act and any other applicable lawslaw. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of all of the Warrants in accordance with Section 3.2(b), the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no Warrant Shares shall be reserved in respect of such Warrants.
Appears in 2 contracts
Samples: Warrant Agreement (Paragon Shipping Inc.), Warrant Agreement (Paragon Shipping Inc.)
RESERVATION AND AUTHORIZATION OF WARRANT SHARES. The Company shall at all times reserve and keep available, free from preemptive rights, solely for issue upon the exercise of Warrants as herein provided, such number of its authorized but unissued shares of Common Stock or such number of shares of Common Stock in its Treasury, Warrant Shares deliverable upon the exercise of Warrants as will be sufficient to permit the exercise in full of all outstanding Warrants at the then applicable Exercise PriceWarrants. The Company covenants that all Warrant Shares will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is are then listed. The Company covenants that (i) there is no provision in its articles of incorporation or bylaws or any material agreement to which the Company is a party that would have prevented the Company from issuing the Warrants under the Original Warrant Agreement or would prevent the Company from issuing Warrants pursuant to this Agreement, (ii) all Warrant Shares that may be issued upon exercise of Warrants shall shall, upon issuance issuance, be duly and validly authorized, issued and fully paid and nonassessable and free of preemptive or similar rights rights, (ii) the Warrant Shares and the offering thereof are either registered or subject to a valid exemption from registration under the Securities Act and (iii) the stock certificates issued to evidence any such Warrant Shares will comply with the Xxxxxxxx Islands Business Corporations Act Delaware General Corporation Law and any other applicable lawslaw. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of all of the Warrants in accordance with Section 3.2(b3.2(c), the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no Warrant Shares shall be reserved in respect of such Warrants.
Appears in 2 contracts
Samples: Warrant Agreement (Marshall Edwards Inc), Warrant Agreement (Marshall Edwards Inc)
RESERVATION AND AUTHORIZATION OF WARRANT SHARES. The Company shall at all times reserve and keep available, free from preemptive rights, solely for issue upon the exercise of Warrants as herein provided, such number of its authorized but unissued shares of Common Stock or such number of shares of Common Stock in its Treasury, deliverable upon the exercise of Warrants as will be sufficient to permit the exercise in full of all outstanding Warrants at the then applicable Exercise Price. The Company covenants that all Warrant Shares will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is then listed. The Company covenants that (i) there is no provision in its articles of incorporation or bylaws or any material agreement to which the Company is a party that would have prevented prevent the Company from issuing the Warrants under the Original Warrant Agreement or would prevent the Company from issuing Warrants pursuant to this Agreement, (ii) all Warrant Shares that may be issued upon exercise of Warrants shall upon issuance be duly and validly authorized, issued and fully paid and nonassessable and free of preemptive or similar rights and (iii) the stock certificates issued to evidence any such Warrant Shares will comply with the Xxxxxxxx Islands Business Corporations Act and any other applicable laws. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of all of the Warrants in accordance with Section 3.2(b), the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no Warrant Shares shall be reserved in respect of such Warrants.
Appears in 1 contract
Samples: Warrant Agreement (Danaos Corp)
RESERVATION AND AUTHORIZATION OF WARRANT SHARES. The Company shall at all times reserve and keep available, free from preemptive rights, solely for issue upon the exercise of Warrants as herein provided, such number of its authorized but unissued shares of Class A Common Stock or such number of shares of Common Stock in its Treasury, deliverable upon the exercise of Warrants as will be sufficient to permit the exercise in full of all outstanding Warrants at the then applicable Exercise PriceWarrants. The Company covenants that all Warrant Shares will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is are then listed. The Company covenants that (i) there is no provision in its articles of incorporation or bylaws or any material agreement to which the Company is a party that would have prevented the Company from issuing the Warrants under the Original Warrant Agreement or would prevent the Company from issuing Warrants pursuant to this Agreement, (ii) all Warrant Shares that may be issued upon exercise of Warrants shall upon issuance be duly and validly authorized, issued and fully paid and nonassessable and free of preemptive or similar rights and (iiiii) the stock certificates issued to evidence any such Warrant Shares will comply with the Xxxxxxxx Islands Business Corporations Corporation Act of Liberia and any other applicable lawslaw. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of all of the Warrants in accordance with Section 3.2(b), the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no Warrant Shares shall be reserved in respect of such Warrants.
Appears in 1 contract
RESERVATION AND AUTHORIZATION OF WARRANT SHARES. The Company shall at all times reserve and keep available, free from preemptive rights, solely for issue upon the exercise of Warrants as herein provided, such number of its authorized but unissued shares of Common Stock or such number of shares of Common Stock in its Treasury, Warrant Shares deliverable upon the exercise of Warrants as will be sufficient to permit the exercise in full of all outstanding Warrants at the then applicable Exercise PriceWarrants. The Company covenants that all Warrant Shares will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is Shares are then listed. The Company covenants that (i) there is no provision in its articles of incorporation or bylaws or any material agreement to which the Company is a party that would have prevented the Company from issuing the Warrants under the Original Warrant Agreement or would prevent the Company from issuing Warrants pursuant to this Agreement, (ii) all Warrant Shares that may be issued upon exercise of Warrants shall upon issuance be duly and validly authorized, issued and fully paid and nonassessable and free of preemptive or similar rights and (iiiii) the stock certificates issued to evidence any such Warrant Shares will comply with the Xxxxxxxx Islands Business Corporations Act Delaware General Corporation Law and any other applicable lawslaw. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock Shares at all times to reserve stock certificates for such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of all of the Warrants in accordance with Section 3.2(b), the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no Warrant Shares shall be reserved in respect of such Warrants.
Appears in 1 contract
RESERVATION AND AUTHORIZATION OF WARRANT SHARES. The Company shall at all times reserve and keep available, free from preemptive rights, solely for issue upon the exercise of Warrants as herein provided, such number of its authorized but unissued shares of Common Stock or such number of shares of Common Stock in its Treasury, Warrant Shares deliverable upon the exercise of Warrants as will be sufficient to permit the exercise in full of all outstanding Warrants at the then applicable Exercise PriceWarrants. The Company covenants that all Warrant Shares will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is are then listed. The Company covenants that (i) there is no provision in its articles of incorporation or bylaws or any material agreement to which the Company is a party that would have prevented the Company from issuing the Warrants under the Original Warrant Agreement or would prevent the Company from issuing Warrants pursuant to this Agreement, (ii) all Warrant Shares that may be issued upon exercise of Warrants shall upon issuance be duly and validly authorized, issued and fully paid and nonassessable and free of preemptive or similar rights and (iiiii) the stock certificates issued to evidence any such Warrant Shares will comply with the Xxxxxxxx Mxxxxxxx Islands Business Corporations Act and any other applicable lawslaw. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of all of the Warrants in accordance with Section 3.2(b3.2(c), the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no Warrant Shares shall be reserved in respect of such Warrants.
Appears in 1 contract
RESERVATION AND AUTHORIZATION OF WARRANT SHARES. The Company shall at all times reserve and keep available, free from preemptive rights, solely for issue upon the exercise of Warrants as herein provided, such number of its authorized but unissued shares of Common Stock or such number of shares of Common Stock in its Treasury, Warrant Shares deliverable upon the exercise of Warrants as will be sufficient to permit the exercise in full of all outstanding Warrants at the then applicable Exercise PriceWarrants. The Company covenants that all Warrant Shares will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Stock is are then listed. The Company covenants that (i) there is no provision in its articles of incorporation or bylaws or any material agreement to which the Company is a party that would have prevented the Company from issuing the Warrants under the Original Warrant Agreement or would prevent the Company from issuing Warrants pursuant to this Agreement, (ii) all Warrant Shares that may be issued upon exercise of Warrants shall shall, upon issuance issuance, be duly and validly authorized, issued and fully paid and nonassessable and free of preemptive or similar rights rights, (ii) the Warrants and Warrant Shares and the offering thereof are either registered or subject to a valid exemption from registration under the Securities Act and (iii) the stock certificates issued to evidence any such Warrant Shares will comply with the Xxxxxxxx Islands Business Corporations Act Delaware General Corporation Law and any other applicable lawslaw. The Company hereby authorizes and directs its current and future transfer agents for the Common Stock at all times to reserve stock certificates for such number of authorized shares as shall be requisite for such purpose. The Warrant Agent is hereby authorized to requisition from time to time from any such transfer agents stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement, and the Company hereby authorizes and directs such transfer agents to comply with all such requests of the Warrant Agent. The Company will supply such transfer agents with duly executed stock certificates for such purposes. Promptly after the date of expiration of all of the Warrants in accordance with Section 3.2(b3.2(c), the Warrant Agent shall certify to the Company the aggregate number of Warrants then outstanding, and thereafter no Warrant Shares shall be reserved in respect of such Warrants.
Appears in 1 contract