Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities or out of its authorized and issued shares held in its treasury) the number of shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) that, as provided in this Agreement will be sufficient to permit the exercise in full of all outstanding Rights; provided, that such action need not be taken with respect to shares of Common Stock (or other securities) issuable upon occurrence of an Adjustment Event until the occurrence of such event.
(b) If at the time the Rights become exercisable, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares of Common Stock (and, following the occurrence of an Adjustment Event, other securities) reserved for issuance upon such exercise to be quoted on such system or listed on such exchange, as the case may be.
(c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the occurrence of a Section 11(a)(ii) Event as of which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus that at all times meets the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, and which will ensure compliance with, the securities or blue sky laws of the various st...
Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or any shares of Common Stock held in its treasury, free from preemptive rights and solely for the purpose of issue upon exercise of the Warrants, that number of shares of Common Stock that will from time to time be sufficient to permit the exercise in full of all outstanding Warrants.
(b) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon the exercise of Warrants shall, at the time of delivery of the certificates for such shares of Common Stock (subject to payment of the Exercise Price), be duly authorized, validly issued, fully paid and nonassessable shares.
(c) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any shares of Common Stock upon the exercise of Warrants, except that if the shares of Common Stock or new Warrant Certificates shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes shall be paid by the Holder of the Warrant at the time of delivery of the executed election to purchase or promptly upon receipt of a written request of the Company for payment.
(d) The Company shall promptly secure the listing of the shares of Common Stock issuable upon exercise of the Warrant(s) upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise of the Warrant(s)) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise of the Warrant(s) and the Company shall so list on each national securities exchange or automated quotation system, as the case may be, and shall maintain such listing of, any other shares of capital stock of the Company issuable upon the exercise of the Warrant(s) if and so long as any shares of the same class shall be listed on such national securities exchange or automated quotation system.
Reservation and Availability of Common Stock. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or any shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights. So long as the Common Stock issuable upon the exercise of Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Common Stock upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuances or delivery of certificates for the shares of Common Stock in a
Reservation and Availability of Common Stock. The Company covenants and agrees that it will cause to be
Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or any shares of Common Stock held in its treasury, that number of shares of Common Stock that will from time to time be sufficient to permit the exercise in full of all outstanding Warrants.
(b) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon the exercise of Warrants shall, at the time of delivery of the certificates for such shares of Common Stock (subject to payment of the Exercise Price), be duly authorized, validly issued, fully paid and nonassessable shares.
(c) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Warrant Certificates or of any shares of Common Stock upon the exercise of Warrants.
Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock the number of shares of Common Stock that, as provided in this Agreement, will be sufficient to give effect in full to all outstanding Rights.
(b) If at the time Common Stock is issued pursuant to the Rights, the then outstanding shares of Common Stock are listed on any national or regional securities exchange or are quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or any successor thereto or other comparable quotation system, the Company shall use its best efforts to cause all shares of Common Stock issued pursuant to the Rights to be quoted on such system or listed on such exchange, as the case may be.
(c) The Company covenants and agrees that it will take all such action as may be reasonably necessary to ensure that all shares of Common Stock issued pursuant to the Rights shall, at the time of delivery of the certificates for such shares, be duly and validly authorized and issued and fully paid and nonassessable.
Reservation and Availability of Common Stock. 20 10. COMMON STOCK RECORD DATE. . . . . . . . . . . . . . . . . . . . . . . .
Reservation and Availability of Common Stock. (a) The Company (i) shall at all times prior to the Expiration Date cause to be reserved out of its authorized and unissued shares of Common Stock, or any authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock
Reservation and Availability of Common Stock. The Company covenants and agrees that on and after the Distribution Date, it shall use reasonable efforts to cause to be reserved and kept available out of its authorized and unissued shares of Common Stock (and/or, following the occurrence of a Common Stock Event, out of its authorized and unissued shares of Other Consideration, or out of its authorized and issued shares held in its treasury), the number of shares of Common Stock (and/or, following a Common Stock Event, shares of Other Consideration) that, except as provided in Section 11.1.3 hereof, would then be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the reservation of such shares shall be subject and subordinate to any other reservation of such shares made by the Company at any time for any lawful purpose; provided, further, however, that in no event shall such failure to so reserve shares affect the rights of any holder of Rights hereunder.
Reservation and Availability of Common Stock. The Issuer shall at all times have authorized and reserved, free from any preemptive or similar rights, and shall keep available out of its authorized and unissued Common Stock (the “Common Stock”), the number of shares of Common Stock that will be sufficient to permit the conversion in full of this Note. “The Company shall use its best efforts to cause the shares of Common Stock into which this Note is convertible, to be listed on any domestic securities exchange upon which shares of Common Stock are listed at the time of such conversion.
