Reservation of Equity Securities. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive rights, out of its authorized and unissued equity securities, solely for the purpose of issue upon exercise of the Warrants, such number of shares of equity securities of the Company as shall then be issuable upon the exercise of all outstanding Warrants (“Equity Securities”). The Company covenants that all Equity Securities which shall be so issuable shall, upon such issue, be duly authorized, validly issued, fully paid and non-assessable. The Company covenants that if any equity securities, required to be reserved for the purpose of issue upon exercise of the Warrants hereunder, require registration with or approval of any governmental authority under any federal or state law before such shares may be issued upon exercise of Warrants, the Company will use all commercially reasonable efforts to cause such securities to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-1 necessary to permit the issuance of the securities underlying the Warrants to the Warrantholder at any and all times and to obtain any necessary Blue Sky registrations or qualifications. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Warrantholder and all of the Warrant Shares are not then registered for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement for use on a continuous basis (or the prospectus contained therein is not available for use), then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
Reservation of Equity Securities. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Equity Securities, for the purpose of effecting the conversion or exchange of Securities, the full number of Equity Securities of the Company then issuable upon the conversion or exchange of all Outstanding Securities of any series that has conversion or exchange rights.
Reservation of Equity Securities. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Equity Securities, for the purpose of effecting the conversion or exchange of Securities, the full number of Equity Securities of the Company then issuable upon the conversion or exchange of all outstanding securities of any series that has conversion or exchange rights.
Reservation of Equity Securities. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive rights, out of its authorized and unissued equity securities, solely for the purpose of issue on exercise of the Warrants, the number of shares of equity securities of the Company as will then be issuable on the exercise of all outstanding Warrants ("Equity Securities"). The Company covenants that all Equity Securities which will be so issuable will, on the issue, be duly authorized, validly issued, fully paid and non-assessable.
Reservation of Equity Securities. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive rights, out of its authorized and unissued equity securities, solely for the purpose of issue upon exercise of the Warrants, such number of shares of equity securities of the Company as shall then be issuable upon the exercise of all outstanding Warrants ("Equity Securities"). The Company covenants that all Equity Securities which shall be so issuable shall, upon such issue, be duly authorized, validly issued, fully paid and non-assessable. The Company covenants that if any equity securities, required to be reserved for the purpose of issue upon exercise of the Warrants hereunder, require registration with or approval of any governmental authority under any federal or state law before such shares may be issued upon exercise of Warrants, the Company will use all commercially reasonable efforts to cause such securities to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Warrants, including, without limitation, filing any and all post-effective amendments to the Company's Registration Statement on Form S-4 (Registration No. 333-80517) necessary to permit a public offering of the securities underlying the Warrants at any and all times during the term of this Agreement, PROVIDED, HOWEVER, that in no event shall such securities be issued, and the Company is authorized to refuse to honor the exercise of any Warrant, if such exercise would result in the opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law.
Reservation of Equity Securities. The Company agrees during the term the rights under this Warrant are exercisable to reserve and keep available from its authorized and unissued equity capital for the purpose of effecting the exercise of this Warrant such number of Equity Securities (and shares of Common Equity Interests for issuance upon conversion of such Equity Securities, if applicable) as shall from time to time be sufficient to effect the exercise of the rights under this Warrant.
Reservation of Equity Securities. Allied shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Equity Securities, for the purpose of effecting the conversion or exchange of Securities, the full number of Equity Securities of Allied then issuable upon the conversion or -95- 104 exchange of all Outstanding Securities of any series that has conversion or exchange rights.
Reservation of Equity Securities. Subject to shareholder approval as to additional authorized shares in respect of the Warrants which the Company is issuing as compensation to Jansxxx/Xxxexx Xxxociates, L.P., The Biotech Consulting Group Incorporated, CHL Medical Partners, LP, Prism Ventures LLC and Harbor Trust (the "Compensation Warrants"), which the Company shall use its reasonable best efforts to obtain, there have been reserved, and the Company shall at all times keep reserved and available, free of pre-emptive rights, out of the authorized and unissued shares of Common Stock and other equity securities that may be, from time to time, issuable upon exercise of the Warrants, a number of such securities sufficient to provide for the exercise of the Warrants. The Company will keep a copy of this Agreement on file with its Transfer Agent. Subject to the shareholder approval requirement described above, the Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent stock certificates issuable upon exercise of outstanding Warrants. The Company will supply such Transfer Agent with duly executed stock certificates for such purpose. Unless all Warrants shall have been exercised prior to the time of the expiration of the Warrants, the Warrant Agent shall certify to the Company, as of the close of business on the date of such expiration, the total aggregate amount of Warrants then outstanding, and thereafter no shares of Common Stock shall be subject to reservation in respect of such Warrants.
Reservation of Equity Securities. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive rights, out of its authorized and unissued equity securities, solely for the purpose of issue upon exercise of the Warrants, such number of shares of equity securities of the Company as shall then be issuable upon the exercise of all outstanding Warrants (“Equity Securities”). The Company covenants that all Equity Securities which shall be so issuable shall, upon such issue, be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Company covenants that so long as any Warrants remain outstanding and the shares of Common Stock underlying such Warrants require registration with or approval of any governmental authority under any federal or state law before such shares may be issued upon exercise of Warrants, the Company shall use its best efforts to cause such shares of Common Stock to be duly registered, or approved, as the case may be, and take all such action in anticipation of and prior to the exercise of the Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s registration statement on Form S-3 (Registration No. 333-134992), or filing a new registration statement (any such registration statement, a “Registration Statement”), such that holders that exercise Warrants will receive shares of Common Stock that are not “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. Notwithstanding the foregoing,
Reservation of Equity Securities. The Company will at all times duly and validly reserve a sufficient number of shares of Common Stock to issue upon the conversion of its Series Preferred.
