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:
Appears in 3 contracts
Samples: Warrant Agreement (Wave2Wave Communications, Inc.), Warrant Agreement (Cryoport, Inc.), Warrant Agreement (Cryoport, Inc.)
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 or maintaining an appropriate registration statement, necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 3 contracts
Samples: Warrant Agreement (Path 1 Network Technologies Inc), Warrant Agreement (Path 1 Network Technologies Inc), Warrant Agreement (Path 1 Network Technologies Inc)
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-_________) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 3 contracts
Samples: Warrant Agreement (SmartPros Ltd.), Warrant Agreement (SmartPros Ltd.), Warrant Agreement (SmartPros Ltd.)
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 (Registration No. 333-177079) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Warrant Shares to the Warrantholder and all Company’s Board 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)Directors, then this Warrant may also be exercisedupon advice of counsel, in whole or in part, at such time by means the violation 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:any law.
Appears in 3 contracts
Samples: Warrant Agreement (Lightpath Technologies Inc), Warrant Agreement (Lightpath Technologies Inc), Warrant Agreement (Lightpath Technologies Inc)
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 SB-2 (Registration No. 333-110337) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 3 contracts
Samples: Warrant Agreement (Daystar Technologies Inc), Warrant Agreement (Daystar Technologies Inc), Warrant Agreement (Daystar Technologies Inc)
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 SB-2 (Registration No. 333-120938) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 3 contracts
Samples: Warrant Agreement (Nuvim Inc), Warrant Agreement (Nuvim Inc), Warrant Agreement (Nuvim Inc)
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-_______) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 3 contracts
Samples: Warrant Agreement (American Mold Guard Inc), Warrant Agreement (American Mold Guard Inc), Warrant Agreement (American Mold Guard Inc)
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 's Registration Statement on Form S-1 S-2 (Registration No. 333-110376) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 2 contracts
Samples: Warrant Agreement (Milestone Scientific Inc/Nj), Warrant Agreement (Milestone Scientific Inc/Nj)
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”"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 's Registration Statement on Form S-1 (Registration No. 333-______) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A)described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. If, where:at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the holders of Warrants that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.
Appears in 2 contracts
Samples: Warrant Agreement (Vaughan Foods, Inc.), Warrant Agreement (Vaughan Foods, Inc.)
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 Class A Warrants, such number of shares of equity securities of the Company as shall then be issuable upon the exercise of all outstanding Class A 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 Class A 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 Class A 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 Class A Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s 's Registration Statement on Form S-1 S-4 (Registration No. pending) necessary to permit the issuance a public offering of the securities underlying the Class A Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Class A Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Class A Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Class A Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Class A Warrant is exercisable on the date of such submission and the Exercise Price of such Class A Warrants; in the event of such redemption, the Company will pay to the holder of such Class A Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Class A Warrants have been submitted for exercise.
Appears in 2 contracts
Samples: Warrant Agreement (Amazon Herb Co), Warrant Agreement (Icrown Corp)
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 SB-2 (Registration No. _______________________) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 2 contracts
Samples: Warrant Agreement (Amstar International, Inc.), Warrant Agreement (Amstar International, Inc.)
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 8 9 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 's Registration Statement on Form S-1 SB-2 (Registration No. ___-_____) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 2 contracts
Samples: Warrant Agreement (Adstar Com Inc), Warrant Agreement (Adstar Com Inc)
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 on exercise of the Warrants, such the number of shares of equity securities of the Company as shall will then be issuable upon on the exercise of all outstanding Warrants (“"Equity Securities”"). The Company covenants that all Equity Securities which shall will be so issuable shallwill, upon such on the 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 on exercise of the Warrants hereunder, require registration with or approval of any governmental authority under any federal or state law before such the shares may be issued upon on exercise of Warrants, the Company will use all commercially reasonable efforts to cause such the securities to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such the 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 a Registration Statement on Form S-1 SB-1 or SB-2 necessary to permit the issuance a public offering of the securities underlying the Warrants at all times during the term of this Agreement, provided, however, that in no event will the securities be issued, and the Company is authorized to refuse to honor the exercise of any Warrant, if the exercise would result in the opinion of the Company's Board of Directors, on advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant exercisable solely for securities listed on a securities exchange or for which there are not less than two independent market makers, in lieu of obtaining the registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder at any and all times and to obtain any necessary Blue Sky registrations or qualifications. If at the time of Warrant Agent for 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which the Warrant is exercisable on the date of the submission and the Relevant Exercise Price of the Warrants; on redemption, the Company will pay to the holder of the Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that the Warrants have been submitted for exercise.
Appears in 2 contracts
Samples: Agreement (Phage Therapeutics International Inc), Agreement (Phage Therapeutics International Inc)
Reservation of Equity Securities. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive preemptive 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-assessablenonassessable. The Company covenants that if any equity securitiesEquity 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 's Registration Statement on Form S-1 SB-2 (Registration No. ___-_____) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder at any and all times during the term of this Agreement; provided, further, that in no event shall such securities be issued, and the Company is authorized to obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result, in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 2 contracts
Samples: Warrant Agreement (Data Conversion Laboratory), Warrant Agreement (Data Conversion Laboratory)
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”"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, shares of Common Stock required to be reserved for the purpose of issue upon exercise of the Warrants hereunder, 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 (at all times that any shares of Common Stock are listed on any national securities exchange) use all commercially reasonable efforts to cause such securities shares to be duly registered, or approved, as the case may be, andand to take, 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 's Registration Statement on Form S-1 (Registration No. 333-145275) necessary to permit a public offering of the issuance shares of Common Stock underlying the Warrants, 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, after consultation with counsel, in the violation of any law; and provided further that, in the case of a Warrant exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities underlying for which such Warrant is exercisable on the Warrants date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the Warrantholder at any and all times and to obtain any necessary Blue Sky registrations or qualifications. If at holder of such Warrants the time above-described redemption price in cash within 10 business days after receipt of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of notice from the Warrant Shares to the Warrantholder and all of the Warrant Shares are not then registered Agent that such Warrants have been submitted 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:.
Appears in 2 contracts
Samples: 2007 Warrant Agreement (Iggys House, Inc.), 2007 Warrant Agreement (Iggys House, Inc.)
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-49328) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and PROVIDED FURTHER that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 2 contracts
Samples: Warrant Agreement (GMX Resources Inc), Warrant Agreement (GMX Resources Inc)
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 or maintaining an appropriate registration statement, necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 2 contracts
Samples: Warrant Agreement (I Sector Corp), Warrant Agreement (I Sector Corp)
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 SB-2 (Registration No. 333- ) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 2 contracts
Samples: Warrant Agreement (Daystar Technologies Inc), Warrant Agreement (Daystar Technologies Inc)
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”"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 's Registration Statement on Form S-1 (Registration No. 333-137861) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A)described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. If, where:at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the holders of Warrants that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.
Appears in 2 contracts
Samples: Warrant Agreement (Vaughan Foods, Inc.), Warrant Agreement (Vaughan Foods, Inc.)
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-109119) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Reservation of Equity Securities. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive preemptive 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-assessablenonassessable. The Company covenants that if any equity securitiesEquity 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 's Registration Statement on Form S-1 (Registration No. 333-69207) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder at any and all times during the term of this Agreement; provided, further, that in no event shall such securities be issued, -------- ------- and the Company is authorized to obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result, in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, -------- ------- in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Careside Inc)
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-135174) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A)described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. If, where:at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the holders of Warrants that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.
Appears in 1 contract
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A)described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. If, where:at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the holders of Warrants that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.
Appears in 1 contract
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 's Registration Statement on Form S-1 SB-2 (Registration No. __________) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and PROVIDED FURTHER that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Antivirals Inc)
Reservation of Equity Securities. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive preemptive 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-assessablenonassessable. The Company covenants that if any equity securitiesEquity 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 's Registration Statement on Form S-1 (Registration No. 333-69207) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder at any and all times during the term of this Agreement; provided, further, that in no event shall such securities be issued, and the Company is authorized to obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result, in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(A-B) (X)] by (A)difference between the aggregate low asked price, where:or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above- described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Careside Inc)
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 that such securities will be issued in compliance with, or exempt from the requirements of, the Securities Act and any applicable state securities laws, and the Company hereby agrees to provide to Warrant Agent an opinion of counsel to that effect. 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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-135174) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A)described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. If, where:at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the holders of Warrants that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.
Appears in 1 contract
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-______) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and PROVIDED FURTHER that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
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”"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 's Registration Statement on Form S-1 S-2 (Registration No. 333-114044) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Edgar Online Inc)
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333- ) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Ascent Solar Technologies, Inc.)
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 SB-2 (Registration No. 333- ) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Reservation of Equity Securities. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive preemptive 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 's registration statement filed as described in Section 6A. necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and PROVIDED FURTHER that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-59823) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (3dshopping Com)
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 SB-2 (Registration No. 333-137270) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
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 (Registration No. 333-________) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualificationsWarrant, 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. If at In certain cases, the time of exercise hereof there is no effective registration statement registeringCompany may, or the prospectus contained therein but is not available required to, purchase Warrants submitted for the issuance of the Warrant Shares to the Warrantholder and all of the Warrant Shares are not then registered exercise 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 cash price equal to the quotient obtained by dividing [(A-B) (X)] by (A)difference between the market price of the securities obtainable upon such exercise and the exercise price of such Warrants, where:and in such cases the Warrant Agent shall facilitate such payments in accordance with the written instructions of the Company and in accordance with the terms of this Agreement. If, at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the holders of Warrants that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.
Appears in 1 contract
Samples: Warrant Agreement (Methes Energies International LTD)
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 SB-2 (Registration No. 333-123827) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
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 (Registration No. 333-140747) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A)described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. If, where:at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the holders of Warrants that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.
Appears in 1 contract
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-assessablenonassessable. The Company covenants that if any equity securitiesEquity 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; provided, includinghowever, without limitationthat in no event shall such securities be issued, filing 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; and all post-effective amendments provided, further that, in the case of a Warrant exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Company’s Registration Statement on Form S-1 necessary Warrant Agent for exercise for a price equal to permit the issuance difference between the aggregate low asked price, or closing price, as the case may be, of the securities underlying for which such Warrant is exercisable on the Warrants date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the Warrantholder at any and all times and to obtain any necessary Blue Sky registrations or qualifications. If at holder of such Warrants the time above-described redemption price in cash within ten (10) business days after receipt of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of notice from the Warrant Shares to the Warrantholder and all of the Warrant Shares are not then registered Agent that such Warrants have been submitted 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:.
Appears in 1 contract
Samples: Warrant Agreement (Tower Tech Inc)
Reservation of Equity Securities. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive preemptive rights, out of its authorized and unissued equity securities, solely for the purpose of issue upon exercise of the 1998 Warrants, such number of shares of equity securities of the Company as shall then be issuable upon the exercise of all an outstanding 1998 Warrants (“"Equity Securities”'). The Company covenants that all Equity Securities which shall be so issuable shall, shall upon such issue, be duly authorized, validly issued, fully paid and non-assessable. The Company covenants that if any equity securitiesEquity Securities, required to be reserved for the purpose of issue upon exercise of the 1998 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 1998 Warrants, the Company will in good faith and as expeditiously as possible use all commercially reasonable its best 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 1998 Warrants, includingprovided, without limitationhowever, filing that in no event shall such Equity Securities be issued, and the Company is authorized to refuse to honor the exercise of any 1998 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; and all post-effective amendments provided further that, in the case of a 1998 Warrant exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval the Company may elect to redeem 1998 Warrants submitted to the Company’s Registration Statement on Form S-1 necessary Warrant Agent for exercise for a price equal to permit the issuance difference between the aggregate low asked price, or closing price, as the case may be, of the securities underlying for which such 1998 Warrant is exercisable on the Warrants date of such submission and the Exercise Price of such 1998 Warrants; in the event of such redemption, the Company will pay to the Warrantholder at any and all times and to obtain any necessary Blue Sky registrations or qualifications. If at holder of such 1998 Warrants the time above-described redemption price in cash within 10 business days after receipt of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of notice from the Warrant Shares to the Warrantholder and all of the Warrant Shares are not then registered Agent that such 1998 Warrants have been submitted 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:.
Appears in 1 contract
Samples: Warrant Agreement (Compumed Inc)
Reservation of Equity Securities. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive preemptive 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-assessablenonassessable. The Company covenants that if any equity securitiesEquity 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 's Registration Statement on Form S-1 (Registration No. 333-69207) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder at any and all times during the term of this Agreement; provided, further, that in no event shall such securities be issued, -------- ------- and the Company is authorized to obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, -------- ------- in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Careside Inc)
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-65872) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Microhelix Inc)
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-50721) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and PROVIDED FURTHER that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
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”"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 's Registration Statement on Form S-1 (Registration No. 333-137861) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
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 (Registration No. 333-182302) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualificationsWarrant, 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. If at In certain cases, the time of exercise hereof there is no effective registration statement registeringCompany may, or the prospectus contained therein but is not available required to, purchase Warrants submitted for the issuance of the Warrant Shares to the Warrantholder and all of the Warrant Shares are not then registered exercise 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 cash price equal to the quotient obtained by dividing [(A-B) (X)] by (A)difference between the market price of the securities obtainable upon such exercise and the exercise price of such Warrants, where:and in such cases the Warrant Agent shall facilitate such payments in accordance with the written instructions of the Company and in accordance with the terms of this Agreement. If, at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the holders of Warrants that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.
Appears in 1 contract
Samples: Warrant Agreement (Methes Energies International LTD)
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 securitiesEquity 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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and PROVIDED FURTHER that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333_____) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Microhelix Inc)
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 (Registration No. 333- ) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-476-LA) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and PROVIDED FURTHER that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Dataguard Recovery Services Inc)
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 securitiesEquity 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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-49328) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and PROVIDED FURTHER that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
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 's Registration Statement on Form S-1 S-2 (Registration No. 333-_____) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
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 on exercise of the Warrants, such number of shares of equity securities of the Company as shall will then be issuable upon on the exercise of all outstanding Warrants (“"Equity Securities”"). The Company covenants that all Equity Securities which shall will be so issuable shallwill, upon on 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 on 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 on 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 a Registration Statement on Form S-1 SB-1 or SB-2 necessary to permit the issuance a public offering of the securities underlying the Warrants at all times during the term of this Agreement, provided, however, that in no event will 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, on advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder at any and all times and to obtain any necessary Blue Sky registrations or qualifications. If at the time of Warrant Agent for 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Relevant Exercise Price of such Warrants; on redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Phage Therapeutics International Inc)
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 S-3 necessary to permit the issuance a public resale of the securities underlying the Warrants to the Warrantholder at any and all times during the periods specified in the Registration Rights Agreement dated as of December 1, 2005, provided, however, that in no event shall such securities be issued, and the Company is authorized to obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Reservation of Equity Securities. The Company covenants that it will at all times reserve and keep available, free from any pre-emptive preemptive 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 's Registration Statement on Form S-1 (Registration No. 333-74795) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. The Company will promptly notify the Warrant Agent of the applicability of the last proviso and the Warrant Agent shall have no duties thereunder until it has received said notice.
Appears in 1 contract
Samples: Warrant Agreement (3dshopping Com)
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 SB-2 (Registration No. 333-_________) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Nuvim Inc)
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333- ) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A)described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. If, where:at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the holders of Warrants that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.
Appears in 1 contract
Samples: Warrant Agreement (Ascent Solar Technologies, Inc.)
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 SB-2 (Registration No. 333-145304) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in, in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, the violation of any law; and provided further, however, that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the closing price of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A)described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. If, where:at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the Warrantholders that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.
Appears in 1 contract
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 SB-2 (Registration No. ) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (Whitney Information Network Inc)
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 's Registration Statement on Form S-1 SB-2 (Registration No. 333-115454) necessary to permit the issuance a public offering of the securities underlying the Warrants to the Warrantholder 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 obtain refuse to honor the exercise of any necessary Blue Sky registrations or qualifications. If at Warrant, if such exercise would result in the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law; and provided further that, in the case of a Warrant Shares exercisable solely for securities listed on a securities exchange or for which there are at least two independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrantholder and all of the Warrant Shares are not then registered Agent for resale by the Warrantholder into the market at market prices from time to time on an effective registration statement exercise 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 price equal to the quotient obtained by dividing [(Adifference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants; in the event of such redemption, the Company will pay to the holder of such Warrants the above-B) (X)] by (A), where:described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise.
Appears in 1 contract
Samples: Warrant Agreement (SmartPros Ltd.)
