Common use of Reservation and Issuance of Warrant Shares Clause in Contracts

Reservation and Issuance of Warrant Shares. (a) The Issuer will at all times have authorized, and reserve and keep available for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon the exercise of the Warrants, the number of shares of Common Stock deliverable upon exercise of all outstanding Warrants. (b) Before taking any action which would cause an adjustment pursuant to Section 11 hereof reducing the Exercise Price below the then par value (if any) of the Warrant Shares issuable upon exercise of the Warrants, the Issuer will take any corporate action which may be necessary in order that the Issuer may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. (c) The Issuer covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant Agreement, be duly and validly issued, fully paid and nonassessable and free from all taxes with respect to the issuance thereof and from all liens, charges and security interests created (whether by affirmative action or inaction) by the Issuer and shall not have any legends or restrictions on resale, except as required by Section 13(b) hereof. (d) The Issuer shall promptly secure the listing of the shares of Common Stock issuable upon exercise of the Warrants upon the 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 Warrants) 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 Warrants.

Reservation and Issuance of Warrant Shares. (a) The Issuer will at all times have authorized, and reserve and keep available for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon the exercise of the Warrants, the number of shares of Common Stock deliverable upon exercise of all outstanding Warrants. (b) Before taking any action which would cause an adjustment pursuant to Section 11 hereof reducing the Exercise Price below the then par value (if any) of the Warrant Shares issuable upon exercise of the Warrants, the Issuer will take any corporate action which may be necessary in order that the Issuer may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price Price, as so adjusted. (c) The Issuer covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant Agreement, be duly and validly issued, fully paid and nonassessable and free from all taxes with respect to the issuance thereof and from all liens, charges and security interests created (whether by affirmative action or inaction) by the Issuer and shall not have any legends or restrictions on resale, except as required by Section 13(b) hereof. (d) The Issuer shall promptly secure the listing of the shares of Common Stock issuable upon exercise of the Warrants upon the 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 Warrants) 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 Warrants.

Reservation and Issuance of Warrant Shares. (a) The Issuer will at all times have authorized, and reserve and keep available available, free from preemptive rights, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon the exercise of the Warrants, the maximum number of shares of Common Stock deliverable upon exercise of all outstanding Warrants. (b) Before taking any action which would cause an adjustment pursuant to Section 11 hereof 12 reducing the Exercise Price below the then par value (if any) of the Warrant Shares issuable upon exercise of the Warrants, the Issuer will take any corporate action which may be necessary in order that the Issuer may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. (c) The Issuer covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant Agreement, be duly fully paid and nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issuance thereof. The Issuer further covenants that at or prior to the time of its issuance of Warrant Shares to a Holder as provided in this Agreement, it will provide to such Holder a written opinion of the Issuer's counsel to the effect that, upon such issuance, such Warrant Shares, will be validly issuedissued and outstanding, fully paid and nonassessable and free from all taxes with respect to the issuance thereof and from all liens, charges and security interests created (whether by affirmative action or inaction) by the Issuer and shall not have any legends or restrictions on resale, except as required by Section 13(b) hereofof preemptive rights. (d) The Issuer shall promptly secure the listing of the shares of Common Stock issuable upon exercise of the Warrants upon the 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 Warrants) 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 Warrants.

Reservation and Issuance of Warrant Shares. Certain Corporate ------------------------------------------------------------- Actions. ------- (a) The Issuer will at all times have authorized, and reserve and keep available available, free from preemptive rights, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon the exercise of the WarrantsWarrants and conversion of the Series B Preferred Stock, the number of shares of Common Stock and Series B Preferred Stock deliverable upon exercise of all outstanding WarrantsWarrants and conversion of Series B Preferred Stock. (b) Before taking any action which would cause an adjustment pursuant to Section 11 hereof reducing the Exercise Price below the then par value (if any) of the Warrant Shares issuable upon exercise of the Warrants, the Issuer will take any corporate action which may be necessary in order that the Issuer may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. (c) The Issuer covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant AgreementAgreement and the Issuer's Articles of Incorporation, be duly and validly issued, fully paid and nonassessable and free from all taxes (except as otherwise contemplated in Section 8 hereof) with respect to the issuance thereof and from all liens, charges and security interests (other than any created by or on behalf of any Warrant Holder). (whether by affirmative action or inactionc) by So long as any Warrants are outstanding, the Issuer and shall not have any legends make no amendment of its Articles of Incorporation which would affect the authorization, dividend, put, voting, liquidation, conversion, exchange or restrictions on resale, except as required by Section 13(b) hereofnotice rights or additional remedies provisions of the Series B Preferred Stock without the written consent of all of the Warrant Holders. (d) The Issuer shall promptly secure will not, by amendment of its Articles of Incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the listing observance or performance of any of the terms of this Warrant Agreement or the Warrant Certificates. Without limiting the generality of the foregoing, the Issuer (a) will not permit the par value or the determined or stated value of any shares of the Issuer's Common Stock issuable upon exercise of the Warrants upon the national securities exchange or automated quotation system, if any, upon which shares of Common Series B Preferred Stock are then listed (subject to official notice of issuance upon exercise of the Warrants) 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 receivable upon the exercise of the WarrantsWarrants to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Issuer may validly and legally issue fully paid and nonassessable shares of the Issuer's Common Stock or Series B Preferred Stock (as the case may be), upon the exercise of the Warrants from time to time outstanding, including, without limitation, amending its Articles of Incorporation to reduce or eliminate the par value of the Common Stock, (c) will not take any action which results in an adjustment in the number of Warrant Shares obtainable upon the exercise of any Warrants if the total number of shares of the Issuer's Common Stock (or other securities) issuable after such action upon the exercise of all of the then-outstanding Warrants would exceed the total number of shares of the Issuer's Common Stock (or other securities) then authorized by the Issuer's Articles of Incorporation and available for purpose of issuance upon such exercise, (d) will not have any authorized Common Stock other than its existing authorized Common Stock, and (e) will not amend its Articles of Incorporation to change any terms of its Common Stock. (e) If the Issuer proposes, prior to the Expiration Date, to enter into a transaction that would constitute a Non-Surviving Combination, if consummated, the Issuer shall give written notice thereof to each of the Warrant Holders promptly after an agreement is reached with respect to the Non-Surviving Combination but in any event no less than thirty (30) days prior to the consummation thereof. Such notice shall describe the proposed transaction in reasonable detail and specify the consideration to be received by the Warrant Holders in respect thereto and/or any adjustment to be made to the number of Warrant Shares obtainable upon the exercise of the Warrants as a result of such Non-Surviving Combination. The Issuer shall also furnish to each Warrant Holder all notices and materials furnished to its stockholders in connection with such transaction as and when such notices and materials are furnished to its stockholders. The Issuer agrees that it will not enter into an agreement providing for a Non-Surviving Combination or effect any such Non-Surviving Combination unless the party to such transaction that is the surviving entity thereof or the purchaser or purchasers of substantially all of the assets of the Issuer (the "Survivor") (i) shall be obligated to distribute or pay to each Warrant Holder, upon payment of the Exercise Price prior to the Expiration Date, the number of shares of stock or other securities or other property (including any cash) of the Survivor that would have been distributable or payable on account of the Warrant Shares if such Warrant Holder's Warrants had been exercised immediately prior to such Non-Surviving Combination (or, if applicable, the record date therefor), as such number of shares or other securities or other property may thereafter be adjusted pursuant to Section 12 of this Warrant Agreement and (ii) shall assume by written instrument all of the obligations of the Issuer under this Warrant Agreement. (f) The Issuer will take no action with respect to its capital stock (including without limitation any purchase of its shares or any combination of shares or reverse stock split and elimination of fractional shares) which would cause the sum of the number of Warrant Shares theretofore issued, if any, plus the number of Warrant Shares then issuable in respect of Warrants then outstanding and other capital stock at any time held by Creditanstalt (other than Non-Attributable Stock) to exceed 24.99% of the aggregate issued and outstanding shares of the Issuer after giving effect to such action, unless in any such case the holders of a majority of the outstanding Warrants and Warrant Shares shall have given their prior written consent to such action.

Reservation and Issuance of Warrant Shares. (a) The Issuer will at all times have authorizedAs of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available for the purpose at all times, free of enabling it to satisfy any obligation to issue Warrant Shares upon the exercise of the Warrantspreemptive rights, the a sufficient number of shares of Common Stock deliverable upon for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to a valid exercise of the Warrants. If all outstanding Warrants. (b) Before taking or any action which would cause portion of a Warrant is exercised at a time when there is an adjustment pursuant effective registration statement to Section 11 hereof reducing cover the Exercise Price below the then par value (if any) issuance or resale of the Warrant Shares issuable upon or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the WarrantsWarrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Issuer will take any corporate action which may be necessary in order that Company shall immediately notify the Issuer may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. (c) The Issuer covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant Agreement, be duly and validly issued, fully paid and nonassessable and free from all taxes with respect to the issuance thereof and from all liens, charges and security interests created (whether by affirmative action or inaction) by the Issuer and shall not have any legends or restrictions on resale, except as required by Section 13(b) hereof. (d) The Issuer shall promptly secure the listing of the shares of Common Stock issuable upon exercise holders of the Warrants upon in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the national securities exchange registration statement is effective again and available for the sale or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance upon exercise resale of the WarrantsWarrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) and shall maintain, so long as any other shares registering the issuance or resale of Common Stock shall be so listed, such listing of all shares of Common Stock from time to time issuable upon the exercise Warrant Shares effective during the term of the Warrants.