Reservation and Registration of Shares. The Company covenants and agrees as follows: (a) All Warrant Shares that are issued upon the exercise of this Warrant shall, upon issuance, be validly issued, fully-paid and nonassessable, and not subject to any preemptive rights, and be free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue. (b) The Company shall at all times have authorized and reserved, and shall keep available and free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. (c) The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, spin-off, consolidation, merger, dissolution, issue or sale of securities or any other action or inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereof.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Proxymed Inc /Ft Lauderdale/), Warrant Agreement (Proxymed Inc /Ft Lauderdale/), Common Stock Purchase Warrant (Proxymed Inc /Ft Lauderdale/)
Reservation and Registration of Shares. The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of this Warrant shall, upon issuance, be validly issued, fully-paid and nonassessable, and not subject to any preemptive rights, and and, be free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue.
(b) The Company shall at all times have authorized and reserved, and shall keep available and free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.
(c) The Company shall not, by amendment of its Articles Certificate of Incorporation or through any reorganization, transfer of assets, spin-off, consolidation, merger, dissolution, issue or sale of securities or any other action or inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereofhereof and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Warrantholder against dilution or other impairment.
Appears in 4 contracts
Samples: Warrant Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al), Warrant Agreement (Vaalco Energy Inc /De/), Warrant Agreement (Vaalco Energy Inc /De/)
Reservation and Registration of Shares. The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of this Warrant shall, upon issuance, be validly issued, fully-paid and nonassessable, and not subject to any preemptive rights, and be free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue.
(b) The Company shall at all times have authorized and reserved, and shall keep available and free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.
(c) The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, spin-off, consolidation, merger, dissolution, issue or sale of securities or any other action or inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereof.
Appears in 2 contracts
Samples: Warrant Agreement (General Atlantic Partners LLC), Warrant Agreement (Proxymed Inc /Ft Lauderdale/)
Reservation and Registration of Shares. The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of this Warrant shall, upon issuance, be validly issued, fully-fully paid and nonassessablenon-assessable, and not subject to any preemptive rights, and be free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue.
(b) The Company shall at all times have authorized and reserved, and shall keep available and free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.
(c) The Company shall not, by amendment of its Articles articles of Incorporation certificate of incorporation or through any reorganization, transfer of assets, spin-off, consolidation, merger, dissolution, issue or sale of securities or any other action or inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereofhereof and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Warrantholder against dilution or other impairment.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Oak Hill Capital Partners L P), Securities Purchase Agreement (American Skiing Co /Me)
Reservation and Registration of Shares. The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of this Warrant shall, upon issuance, be validly issued, fully-paid and nonassessable, and not subject to any preemptive rights, and be free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue.
(b) The Company shall at all times have authorized and reserved, and shall keep available and free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.
(c) The Company shall not, by amendment of its Articles Certificate of Incorporation or through any reorganization, transfer of assets, spin-off, consolidation, merger, dissolution, issue or sale of securities or any other action or inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereofhereof and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Warrantholder against dilution or other impairment.
Appears in 2 contracts
Samples: Warrant Agreement (Dreamlife Inc), Warrant Agreement (Dreamlife Inc)
Reservation and Registration of Shares. The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of this Warrant shall, upon issuance, be validly issued, fully-paid and nonassessable, and not subject to any preemptive rights, and be free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue.
(b) The Company shall at all times have authorized and reserved, and shall keep available and free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.
(c) The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, spin-offspinoff, consolidation, merger, dissolution, issue or sale of securities or any other action or inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereof.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Proxymed Inc /Ft Lauderdale/)
Reservation and Registration of Shares. The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of this Warrant shall, upon issuance, be validly issued, fully-paid and nonassessable, and not subject to any preemptive rights, and and, be free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue.. 1818 Clawback Warrant
(b) The Company shall at all times have authorized and reserved, and shall keep available and free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.
(c) The Company shall not, by amendment of its Articles Certificate of Incorporation or through any reorganization, transfer of assets, spin-off, consolidation, merger, dissolution, issue or sale of securities or any other action or inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereofhereof and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Warrantholder against dilution or other impairment.
Appears in 1 contract
Reservation and Registration of Shares. The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of this Warrant shall, upon issuance, be validly issued, fully-paid and nonassessable, and not subject to any preemptive rights, and be free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue.
(b) The Company shall at all times have authorized and reserved, and shall keep available and free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.
(c) The Company shall not, by amendment of its Articles Certificate of Incorporation or through any reorganization, transfer of assets, spin-off, consolidation, merger, dissolution, issue or sale of securities or any other action or inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereof.
Appears in 1 contract
Samples: Warrant Agreement (Tickets Com Inc)
Reservation and Registration of Shares. The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of this Warrant shall, upon issuance, be validly issued, fully-paid and nonassessable, and not subject to any preemptive rights, and be free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue.
(b) The Company shall at all times have authorized and reserved, and shall keep available and free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.
(c) The Company shall not, by amendment of its Memorandum and Articles of Incorporation Association or through any reorganization, transfer of assets, spin-off, consolidation, merger, dissolution, issue or sale of securities or any other action or inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereofhereof and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Warrantholder against dilution or other impairment.
Appears in 1 contract
Reservation and Registration of Shares. The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of this Warrant shall, upon issuance, be validly issued, fully-paid and nonassessable, and not subject to any preemptive rights, and and, be free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue.
(b) The Company shall at all times have authorized and reserved, and shall keep available and free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.
(c) The Company shall not, by amendment of its Articles Certificate of Incorporation or through any reorganization, transfer of assets, spin-off, consolidation, merger, dissolution, issue or sale of securities or any other action or 1818 Common Stock Purchase Warrant inaction, seek to avoid the observance or performance of any of the terms of this Warrant, and shall at all times in good faith assist in performing and giving effect to the terms hereofhereof and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the Warrantholder against dilution or other impairment.
Appears in 1 contract