Reservation and Issuance of Warrant Shares. (a) The Company will at all times have authorized, and reserve and keep 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 number of shares of Warrant Shares deliverable upon exercise of the Warrants. The Company will not, however, be required to cause any of the Warrant Shares to be listed (upon issuance or notice of issuance) on any stock exchanges. (b) Before taking any action which could cause an adjustment pursuant to Section 8 reducing the Exercise Price below the then par value (if any) of the Warrant Shares, the Company will use its reasonable, good faith efforts to take any corporate action which may be necessary in order that the Company may validly and legally issue at the Exercise Price, as so adjusted, Warrant Shares that are fully paid and non-assessable. (c) The Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant Certificate, be (i) duly authorized, fully paid and nonassessable, (ii) free from all taxes with respect to the issuance thereof and from all liens, charges and security interests created by the Company, and (iii) subject only to the restrictions on transfer contained in the Securities Act, applicable state securities or "blue sky" laws and Section 3(c), freely transferrable.
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Samples: Warrant Agreement (Emerging Vision Inc), Warrant Agreement (Emerging Vision Inc)
Reservation and Issuance of Warrant Shares. (a) The Company will at all times have authorized, and reserve and keep 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 number of shares of Warrant Shares deliverable upon the exercise of the Warrants. The Company will not, however, be required to cause any of the Warrant Shares to be listed (upon issuance or notice of issuance) on any stock exchangesexchange.
(b) Before taking any action which could cause an adjustment pursuant to Section 8 hereof reducing the Exercise Price below the then par value (if any) of the Warrant Shares, the Company will use its reasonable, good faith efforts to take any corporate action which may be necessary in order that the Company may validly and legally issue issue, at the Exercise Price, Price as so adjusted, Warrant Shares that are fully paid and non-assessable.
(c) The Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant Certificate, be be: (i) duly authorized, fully paid and nonassessable, ; (ii) free from all taxes with respect to the issuance thereof and from all liens, charges and security interests created by the Company, ; and (iii) subject only to the restrictions on transfer contained in the Securities Act, applicable state securities or "blue sky" laws and Section 3(c)) hereof, freely transferrable.
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Samples: Loan Agreement (Emerging Vision Inc)
Reservation and Issuance of Warrant Shares. (a) The Company will at all times have authorized, and reserve and keep 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 number of shares of Warrant Shares Common Stock deliverable upon exercise of the all outstanding Warrants. The Company will not, however, be required to cause any of the Warrant Shares to be listed (upon issuance or notice of issuance) on any stock exchanges.
(b) The Warrants have been duly and validly authorized by the Company and upon delivery to you in accordance with this Agreement will be duly issued and legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors' rights generally.
(c) Before taking any action which could would cause an adjustment pursuant to Section 8 1.4 hereof reducing the Warrant Exercise Price below the then par value (if any) of the Warrant Shares, the Company will use its reasonable, good faith efforts to take any corporate action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at the Warrant Exercise Price, Price as so adjusted, Warrant Shares that are fully paid and non-assessable.
(cd) The Company covenants that all Warrant Shares issued by it will, upon issuance in accordance with the terms of this Warrant CertificateAgreement, be (i) duly authorized, fully paid and nonassessable, (ii) nonassessable and free from all taxes with respect to the issuance thereof and free from all liens, charges and security interests created by the Company, and (iii) subject only to the restrictions on transfer contained in the Securities Act, applicable state securities or "blue sky" laws and Section 3(c), freely transferrable.
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