Common use of Reservation of Common Stock for Issuance on Exercise of Warrants Clause in Contracts

Reservation of Common Stock for Issuance on Exercise of Warrants. The Company covenants that it will at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued shares of Common Stock, solely for the purpose of issue upon exercise of Warrants, as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of all Warrants issuable hereunder. The transfer agent for the Common Stock (the "Transfer Agent") will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company covenants that all shares of Common Stock which shall be so issuable shall, upon payment therefor as set forth in this Agreement and such issue, be duly and validly issued and fully paid and non-assessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof.

Appears in 3 contracts

Samples: Warrant Agreement (Whwel Real Estate Lp), Warrant Agreement (Wellsford Real Properties Inc), Warrant Agreement (Whwel Real Estate Lp)

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Reservation of Common Stock for Issuance on Exercise of Warrants. The Company covenants that it will at all times reserve and keep available, free from pre-emptive preemptive rights, out of its authorized but unissued shares of Common Stock, solely for the purpose of issue upon exercise of Warrants, as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of all Warrants issuable issued hereunder. The transfer agent for the Common Stock (the "Transfer Agent") will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company represents, warrants and covenants that that, upon payment therefor, all shares of Common Stock which issued upon the exercise of warrants shall be so issuable shallduly authorized, upon payment therefor as set forth in this Agreement and such issuevalidly issued, be duly and validly issued and fully paid and non-assessablenonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue issuance thereof.

Appears in 2 contracts

Samples: Warrant Agreement (Miravant Medical Technologies), Warrant Agreement (Pharmacia & Upjohn Inc)

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Reservation of Common Stock for Issuance on Exercise of Warrants. The Company covenants that it will at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued shares of Common Stock, solely for the purpose of issue upon exercise of Warrants, as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of all Warrants issuable hereunder. The transfer agent for the Common Stock (the "Transfer Agent") will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent the stock certificates required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Agreement. The Company covenants that all shares of Common Stock which shall be so issuable shall, upon payment therefor as set forth in this Agreement and such issue, be duly and validly issued and fully paid and non-non- assessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof.

Appears in 1 contract

Samples: Warrant Agreement (Wellsford Real Properties Inc)

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