Common use of Reservation of Preferred Stock Clause in Contracts

Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the Warrantholder’s rights has been duly and validly reserved (or, in the case of the Preferred Stock issued in the Next Round, will be duly and validly reserved) and, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, that the Preferred Stock issuable pursuant to this Agreement may be subject to restrictions on transfer under state and/or federal securities laws and pursuant to any agreements, including the Stockholder Agreements (as defined below), that the Warrantholder may become a party to in connection with such exercise. The Company has made available to the Warrantholder true, correct and complete copies of that certain Eighth Amended and Restated Investors’ Rights Agreement, dated on or about the Effective Date, by and among the Company and the other parties thereto (the “Rights Agreement”), that certain Seventh Amended and Restated Voting, Right of First Refusal and Co-Sale Agreement, dated on or about the Effective Date, by and among the Company and the other parties thereto (the “ROFR Agreement” and together with the Rights Agreement, the “Stockholder Agreements”), its Charter and current bylaws. The issuance of certificates for shares of Preferred Stock upon exercise of this Warrant shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock; provided, that the Company shall not be required to pay any tax which may be payable in respect of any transfer and the issuance and delivery of any certificate in a name other than that of the Warrantholder.”

Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the Warrantholder’s rights has been duly and validly reserved (or, in the case of the Preferred Stock issued in the Next Round, will be duly and validly reserved) and, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, that the Preferred Stock issuable pursuant to this Agreement may be subject to restrictions on transfer under state and/or federal securities laws and pursuant to any agreements, including the Stockholder Agreements (as defined below), that the Warrantholder may become a party to in connection with such exercise. The Company has made available to the Warrantholder true, correct and complete copies of that certain Eighth Amended and Restated Investors’ Rights Agreement, dated on or about the Effective Date, by and among the Company and the other parties thereto (the “Rights Agreement”), that certain Seventh Amended and Restated Voting, Right of First Refusal and Co-Sale Agreement, dated on or about the Effective Date, by and among the Company and the other parties thereto (the “ROFR Agreement” and together with the Rights Agreement, the “Stockholder Agreements”), its Charter and current bylaws. The issuance of certificates for shares of Preferred Stock upon exercise of this Warrant shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock; provided, that the Company shall not be required to pay any tax which may be payable in respect of any transfer and the issuance and delivery of any certificate in a name other than that of the Warrantholder.”

Reservation of Preferred Stock. The Company covenants that the ------------------------------ Preferred Stock (and shares of the Company's Common Stock for issuance on conversion of such Preferred Stock) issuable upon exercise of the Warrantholder's rights will be, upon the Effective Date, duly and validly reserved and, from time to time the Company will take all steps necessary to amend its Certificate of Incorporation (the "Certificate") to provide sufficient reserves of shares of Preferred Stock issuable upon exercise of the Warrantholder’s rights has been duly and validly reserved (or, in the case of the Preferred Stock issued in the Next Round, will this Warrant. The Company further covenants that all shares that may be duly and validly reserved) and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or federal Federal securities laws and pursuant to any agreements, including the Stockholder Agreements (as defined below), that the Warrantholder may become a party to in connection with such exerciselaws. The Company has made available to the Warrantholder true, correct and complete copies of that certain Eighth Amended its Certificate and Restated Investors’ Rights AgreementBylaws, dated on or about the Effective Date, by and among the Company and the other parties thereto (the “Rights Agreement”), that certain Seventh Amended and Restated Voting, Right of First Refusal and Co-Sale Agreement, dated on or about the Effective Date, by and among the Company and the other parties thereto (the “ROFR Agreement” and together with the Rights Agreement, the “Stockholder Agreements”), its Charter and current bylawsas amended. The issuance of certificates for shares of Preferred Stock upon exercise of this the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock; provided, that the . The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder.”

Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the Warrantholder’s 's rights has been duly and validly reserved (or, in the case of the Preferred Stock issued in the Next Round, will be duly and validly reserved) and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; , excepting those liens, charges or encumbrances caused or permitted to be caused by the Warrantholder, provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or federal Federal securities laws and pursuant to any agreements, including the Stockholder Agreements (as defined below), that the Warrantholder may become a party to in connection with such exerciselaws. The Company has made available to the Warrantholder true, correct and complete copies of that certain Eighth its Amended and Restated Investors’ Rights AgreementArticles of Incorporation and By-Laws, dated on or about as amended, and minutes of all Board of Directors (including all committees of the Effective DateBoard of Directors, by if any) and among the Company and the other parties thereto (the “Rights Agreement”)Shareholder meetings, that certain Seventh Amended and Restated Votingif any, Right of First Refusal and Co-Sale Agreementfrom May 5, dated on or about the Effective Date1992 through April 28, by and among the Company and the other parties thereto (the “ROFR Agreement” and together with the Rights Agreement, the “Stockholder Agreements”), its Charter and current bylaws1993. The issuance of certificates for shares of Preferred Stock upon exercise of this the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock; provided, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. Subject to the terms of the legend at the top of the first page of this Warrant Agreement and applicable securities law, the Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.”