Common use of RESERVATION OF SHARES, ETC Clause in Contracts

RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Stock, an aggregate number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In addition, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any of the rights of purchase represented by the Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration Date.

Appears in 3 contracts

Samples: Warrant Agreement (Merge Technologies Inc), Warrant Agreement (Merge Technologies Inc), Warrant Agreement (Merge Technologies Inc)

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RESERVATION OF SHARES, ETC. There have been reserved, and the The Company shall at all times reserve and keep reservedavailable, free from preemptive rights out of the its authorized and unissued stock, solely for the purpose of allowing the exercise of the Warrants, such number of shares of its Common StockStock as shall from time to time be sufficient to permit the Company to deliver the Shares Amount in the event all of the Warrants from time to time outstanding were exercised. The Company shall from time to time, an aggregate in accordance with the laws of the State of Maryland, increase the authorized number of shares of Common Stock if at any time the number of shares of authorized and unissued Common Stock shall not be sufficient to provide permit the Company to deliver the Shares Amount upon the exercise of all of the then-outstanding Warrants (taking into account the adjustments to the Shares Amount that are provided for herein). If any shares of common stock required to be reserved for purposes of the exercise of the rights Warrants hereunder require registration with or approval of purchase represented any governmental authority under any Federal or State law before such shares may be issued upon exercise, and an exemption under Section 3(a)(9) of the Securities Act or similar exemption is not available, the Company will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved as the case may be. If the Common Stock is quoted on the NASDAQ National Market System or listed on any U.S. national securities exchange, the Company will, if permitted by the outstanding Warrants. In additionrules of such exchange, list and keep listed on such exchange, upon any adjustment to the number and kind official notice of securities purchasable issuance, all shares of Common Stock issuable upon exercise of the Warrants, . The second sentence of this paragraph shall apply only when the Company Warrants shall reserve, and shall at all times thereafter keep reserved, out of have become freely transferable pursuant to Rule 144(k) under the authorized and unissued Common Stock Securities Act or such other kind of securities, an aggregate number of if the shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the issuable upon exercise of the rights to purchase represented by Warrants are exempt from the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any registration requirements of the rights Securities Act by operation of purchase represented by an exemption referred to in the Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy first sentence of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration Dateparagraph.

Appears in 3 contracts

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

RESERVATION OF SHARES, ETC. There have been reserved, reserved and the Company shall at all times keep reserved, out of the authorized and unissued Common StockShares, an aggregate a number of shares of Common Stock Shares sufficient to provide for the exercise of the rights of purchase represented by the outstanding Underwriter Warrants. In additionAmerican Securities Transfer & Trust Incorporated, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock Shares (the "Transfer Agent"), and every subsequent Transfer Agenttransfer agent, if any, for Shares the Company's securities issuable upon the exercise of any of the rights of purchase represented by the Warrants, Underwriter Warrants will be irrevocably authorized and directed at all times until the Warrant Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock Shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares transfer agent of the Company's securities issuable upon the exercise of the rights of purchase represented by the Underwriter Warrants. The Company will supply any such the Transfer Agent or any subsequent transfer agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant All Underwriter Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant Underwriter Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such WarrantUnderwriter Warrants. No shares of Common Stock Shares shall be subject to reservation in respect of any unexercised Warrant Underwriter Warrants subsequent to the Warrant Expiration Date.

Appears in 2 contracts

Samples: Warrant Agreement (Collegelink Com Incorp), Warrant Agreement (Collegelink Com Incorp)

RESERVATION OF SHARES, ETC. There have been reserved, and the Company -------------------------- shall at all times keep reserved, out of the authorized and unissued Common Stock, an aggregate number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In addition, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any of the rights of purchase represented by the Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant surrendered in the exercise of the rights thereby evidenced shall be canceledcancelled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled cancelled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration Date.

Appears in 2 contracts

Samples: Warrant Agreement (Asi Solutions Inc), Warrant Agreement (Asi Solutions Inc)

RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common StockShares, an aggregate a number of shares of Common Stock Shares sufficient to provide for the exercise of the rights of purchase represented by the outstanding Strasbourger Warrants. In additionAmerican Stock Transfer & Trust Company, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock Shares (the "Transfer Agent"), and every subsequent Transfer Agenttransfer agent, if any, for Shares the Company's securities issuable upon the exercise of any of the rights of purchase represented by the Warrants, Strasbourger Warrants will be irrevocably authorized and directed at all times until the Warrant Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock Shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares transfer agent of the Company's securities issuable upon the exercise of the rights of purchase represented by the Strasbourger Warrants. The Company will supply any such the Transfer Agent or any subsequent transfer agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant All Strasbourger Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant Strasbourger Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such WarrantStrasbourger Warrants. No shares of Common Stock Shares shall be subject to reservation in respect of any unexercised Warrant Strasbourger Warrants subsequent to the Warrant Expiration Date.

Appears in 2 contracts

Samples: Warrant Agreement (Diversified Senior Services Inc), Warrant Agreement (Claimsnet Com Inc)

RESERVATION OF SHARES, ETC. There have been reserved, reserved and the Company shall at all times keep reserved, out of the authorized and unissued Common StockShares, an aggregate a number of shares of Common Stock Shares sufficient to provide for the exercise of the rights of purchase represented by the outstanding Underwriter Warrants. In additionAmerican Stock Transfer and Trust Company, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock Shares (the "Transfer Agent"), and every subsequent Transfer Agenttransfer agent, if any, for Shares the Company's securities issuable upon the exercise of any of the rights of purchase represented by the Warrants, Underwriter Warrants will be irrevocably authorized and directed at all times until the Warrant Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock Shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares transfer agent of the Company's securities issuable upon the exercise of the rights of purchase represented by the Underwriter Warrants. The Company will supply any such the Transfer Agent or any subsequent transfer agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant All Underwriter Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant Underwriter Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such WarrantUnderwriter Warrants. No shares of Common Stock Shares shall be subject to reservation in respect of any unexercised Warrant Underwriter Warrants subsequent to the Warrant Expiration Date.

Appears in 1 contract

Samples: Warrant Agreement (Plastic Surgery Co)

RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Stock, an aggregate such number of shares of Common Stock as shall be sufficient to provide for the exercise of the rights of purchase represented by the outstanding Xxxxxxxxx Xxxx Warrants. In addition.[__________________], upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agenttransfer agent, if any, for Shares the Company's securities issuable upon the exercise of any of the rights of purchase represented by the Warrants, Xxxxxxxxx Xxxx Warrants will be irrevocably authorized and directed at all times until the Warrant Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent transfer agent for any Shares shares of the Company's securities issuable upon the exercise of the rights of purchase represented by the Xxxxxxxxx Xxxx Warrants. The Company will supply any such the Transfer Agent or any subsequent transfer agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant All Xxxxxxxxx Xxxx Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant Xxxxxxxxx Xxxx Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such WarrantXxxxxxxxx Xxxx Warrants. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant Xxxxxxxxx Xxxx Warrants subsequent to the Warrant Expiration Date.

Appears in 1 contract

Samples: Warrant Agreement (Ragar Corp)

RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall The Parent will at all times reserve and keep reserved------------------------------- available, free from preemptive rights, out of the aggregate of its authorized and but unissued Common Stock, an aggregate number of shares of Common Stock sufficient to provide for the exercise and/or, if this Note is then convertible into other common stock of the rights Parent, such other common stock, or its issued shares of purchase represented by the outstanding Warrants. In addition, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind common stock, as the case may be, held in its treasury, or both, for the purpose of securitieseffecting conversion of shares of this Note, an aggregate the full number of shares of Common Stock or shares, units or otherwise of such other kind common stock deliverable upon the conversion of securities sufficient to provide for all outstanding Notes not theretofore converted. For purposes of this Section 4, the exercise number of shares of Common Stock or such other common stock that shall be deliverable upon the conversion of all outstanding Notes shall be computed as if at the time of computation all Notes were held by a single holder. The Parent covenants that any shares of Common Stock or other common stock of the rights Parent issued upon conversion of shares of this Series shall be validly issued, fully paid and nonassessable. The Parent shall endeavor to purchase represented by list the outstanding Warrants. After the Effective Date, the transfer agent for the shares of Common Stock (or other common stock of the "Transfer Agent")Parent required to be delivered upon conversion of this Note, and every subsequent Transfer Agentprior to such delivery, upon each national securities exchange, if any, for Shares issuable upon which the exercise outstanding Common Stock or such other common stock is listed at the time of such delivery. Prior to the delivery of any of securities that the rights of purchase represented by the Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as Parent shall be required for such purpose. The Company will keep a copy obligated to deliver upon conversion of this Agreement on file Note, the Parent shall endeavor to comply with all federal and state laws and regulations thereunder requiring the Transfer Agent and with every subsequent Transfer Agent for registration of such securities with, or any Shares issuable upon the exercise approval of the rights of purchase represented by the Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery consent to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercisedelivery thereof by, such canceled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration Dategovernmental authority.

Appears in 1 contract

Samples: Option Agreement (National Steel Corp)

RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Stock, an aggregate number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In addition, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Representatives' Warrants. After the Effective Dateeffective date of the Company's initial public offering, Xxxxxxx'x Trust Company, St. Louis, Missouri, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any of the rights of purchase represented by the Representatives' Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Representatives' Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Representatives' Warrant surrendered in the exercise of the rights thereby evidenced shall be canceledcancelled, and until delivery to the person surrendering such Representatives' Warrant of stock certificates Stock Certificates representing the Shares to be issued to such person as a result of such exercise, such canceled cancelled Representatives' Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Representatives' Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Representatives' Warrant subsequent to the Expiration Date.

Appears in 1 contract

Samples: Warrant Agreement (Talx Corp)

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RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common StockShares, an aggregate a number of shares of Common Stock Shares sufficient to provide for the exercise of the rights of purchase represented by the outstanding Strasbourger Warrants. In additionContinental Stock Transfer & Trust Company, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock Shares (the "Transfer Agent"), and every subsequent Transfer Agenttransfer agent, if any, for Shares the Company's securities issuable upon the exercise of any of the rights of purchase represented by the Warrants, Strasbourger Warrants will be irrevocably authorized and directed at all times until the Warrant Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock Shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares transfer agent of the Company's securities issuable upon the exercise of the rights of purchase represented by the Strasbourger Warrants. The Company will supply any such the Transfer Agent or any subsequent transfer agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant All Strasbourger Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant Strasbourger Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such WarrantStrasbourger Warrants. No shares of Common Stock Shares shall be subject to reservation in respect of any unexercised Warrant Strasbourger Warrants subsequent to the Warrant Expiration Date.

Appears in 1 contract

Samples: Warrant Agreement (It Staffing LTD)

RESERVATION OF SHARES, ETC. There Before the issuance of any Warrants there shall have been reserved, and the Company Trust shall at all times through the Expiration Date keep reserved, free from preemptive rights, out of the its authorized and unissued [Common StockShares] [Preferred Shares], an aggregate a number of shares of Common Stock Shares sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In addition, Warrants and upon any adjustment issuance and delivery of such Shares to the number holder exercising the Warrant and kind of securities purchasable upon exercise payment of the WarrantsWarrant Exercise Price, good and valid title to such Shares for which the Warrant is exercised free and clear of all liens, encumbrances, equities or claims will pass to such holder or, if a different person, the Company shall reserveperson in whose name the Shares are registered, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock (the "Transfer Agent"), such Shares and every subsequent Transfer Agent, if any, transfer agent for such Shares issuable upon the exercise of any of the rights of purchase represented by the Warrants, will be hereby are irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock Shares as shall be required requisite for such purpose. The Company Trust will keep a copy of this Agreement on file with the Transfer Agent transfer agent for such Shares and with every subsequent Transfer Agent transfer agent for any Shares issuable upon the exercise of the rights of purchase represented by the Warrantssuch Shares. The Company Warrant Agent is hereby irrevocably authorized to requisition from time to time from such transfer agent certificates required to honor outstanding Warrants that have been exercised. The Trust will supply any such Transfer Agent transfer agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash and other shares of capital stock so distributed which may be distributable issuable as provided in Section 9 of this Agreement. Any Warrant All Warrants surrendered in the exercise of the rights thereby evidenced or surrendered for transfer, exchange or partial exercise shall be canceled, canceled by the Warrant Agent and until delivery shall thereafter be delivered to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration DateTrust.

Appears in 1 contract

Samples: Warrant Agreement (Town & Country Trust)

RESERVATION OF SHARES, ETC. There have been reserved, and the -------------------------- Company shall at all times keep reserved, out of the authorized and unissued Common Stock, an aggregate a number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In additionAmerican Stock Transfer & Trust Company, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agenttransfer agent, if any, for Shares the Company's securities issuable upon the exercise of any of the rights of purchase represented by the Warrants, Warrants will be irrevocably authorized and directed at all times until the Warrant Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent transfer agent for any Shares shares of the Company's securities issuable upon the exercise of the rights of purchase represented by the Warrants. The Upon request, the Company will supply any such the Transfer Agent or any subsequent transfer agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such WarrantWarrants. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant Warrants subsequent to the Warrant Expiration Date.

Appears in 1 contract

Samples: Warrant Agreement (Dsi Toys Inc)

RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Stock, an aggregate number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In addition, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Representatives' Warrants. After the Effective Dateeffective date of the Company's initial public offering, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any of the rights of purchase represented by the Representatives' Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares issuable upon the exercise of the rights of purchase represented by the Representatives' Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Representatives' Warrant surrendered in the exercise of the rights thereby evidenced shall be canceledcancelled, and until delivery to the person surrendering such Representatives' Warrant of stock certificates Stock Certificates representing the Shares to be issued to such person as a result of such exercise, such canceled cancelled Representatives' Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Representatives' Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Representatives' Warrant subsequent to the Expiration Date.

Appears in 1 contract

Samples: Warrant Agreement (Talx Corp)

RESERVATION OF SHARES, ETC. There have been reserved, reserved and the Company shall at all times keep reserved, out of the authorized and unissued Common StockShares, an aggregate a number of shares of Common Stock Shares sufficient to provide for the exercise of the rights of purchase represented by the outstanding Underwriter Warrants. In additionContinental Stock Transfer & Trust Company, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock Shares (the "Transfer Agent"), and every subsequent Transfer Agenttransfer agent, if any, for Shares the Company's securities issuable upon the exercise of any of the rights of purchase represented by the Warrants, Underwriter Warrants will be irrevocably authorized and directed at all times until the Warrant Expiration Date to reserve such aggregate number of authorized and unissued shares of Common Stock Shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent Transfer Agent for any Shares transfer agent of the Company's securities issuable upon the exercise of the rights of purchase represented by the Underwriter Warrants. The Company will supply any such the Transfer Agent or any subsequent transfer agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant All Underwriter Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant Underwriter Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such WarrantUnderwriter Warrants. No shares of Common Stock Shares shall be subject to reservation in respect of any unexercised Warrant Underwriter Warrants subsequent to the Warrant Expiration Date.

Appears in 1 contract

Samples: Warrant Agreement (Claimsnet Com Inc)

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