Common use of Reservation of Shares; Listing; Payment of Taxes; etc Clause in Contracts

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery thereof, be duly and validly issued and fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and that upon issuance such shares shall be listed on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listed. (b) The Company covenants that if any securities to be reserved for the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will file a registration statement under the federal securities laws or a post effective amendment, use its best efforts to cause the same to become effective and use its best efforts to keep such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933, as amended, (the Act), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration is not required under the federal securities law or if the Company receives a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if such registration is not effected). The Company will use best efforts to obtain appropriate approvals or registrations under state blue sky securities laws. With respect to any such securities, however, Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawful.

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue issuance upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery thereof, be duly and validly issued and fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue issuance thereof, and that upon issuance such shares shall be listed on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listed. (b) The Company covenants that if that, so long as any securities to be reserved for the purpose of exercise of unexpired Warrants hereunder require registration withremain outstanding, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will file a such post-effective amendments to the registration statement under (Form SB-2, Registration No. 333-18071) (the federal securities laws or a post effective amendment, use its best efforts "Registration Statement") filed pursuant to cause the same Securities Act of 1933 (the "Act") with respect to become effective and use its best efforts to keep such registration statement current while any of the Warrants are outstanding and (or other appropriate registration statements or post-effective amendment or supplements) as may be necessary to permit it to deliver to each person exercising a Warrant, a prospectus which complies with meeting the requirements of Section 10(a)(3) of the Securities Act of 1933and otherwise complying therewith, as amended, (and will deliver such a prospectus to each such person. To the Act), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration extent that during any period it is not required under reasonably likely that the federal securities law Warrants will be exercised, due to market price or if otherwise, the Company receives need not file such a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if post-effective amendment or other registration statement or post-effective amendments or supplements during such registration is not effected)period. The Company will use best its reasonable efforts to obtain appropriate approvals or registrations under state "blue sky sky" securities laws. With respect to any such securities, however, Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawful. (c) The Company shall pay all documentary, stamp or similar taxes and other governmental charges that may be imposed with respect to the issuance of Warrants, or the issuance or delivery of any shares of Common Stock upon exercise of the Warrants; provided, however, that if shares of Common Stock are to be delivered in a name other than the name of the Registered Holder of the Warrant Certificate representing any Warrant being exercised, then no such delivery shall be made unless the person requesting the same has paid to the Warrant Agent the amount of transfer taxes or charges incident thereto, if any.

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery thereof, be duly and validly issued and fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and that upon issuance such shares shall be listed on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listed. (b) The Company covenants that if any securities to be reserved for the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will file a registration statement under the federal securities laws or a post effective amendment, use its best efforts to cause the same to become effective and use its best efforts to keep such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933, as amended, (the "Act"), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration is not required under the federal securities law or if the Company receives a letter from the staff of the Securities and Exchange Commission (the "Commission") stating that it would not take any enforcement action if such registration is not effected). The Company will use best efforts to obtain appropriate approvals or registrations under state "blue sky sky" securities laws. With respect to any such securities, however, Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawful. The Company shall pay all documentary, stamp or similar taxes and other governmental charges that may be imposed with respect to the issuance of Warrants, or the issuance or delivery of any shares of Common Stock upon exercise of the Warrants; provided, however, that if shares of Common Stock are to be delivered in a name other than the name of the Registered Holder of the Warrant Certificate representing any Warrant being exercised, then no such delivery shall be made unless the person requesting the same has paid to the Warrant Agent the amount of transfer taxes or charges incident thereto, if any. The Warrant Agent is hereby irrevocably authorized as the Transfer Agent to requisition from time to time certificates representing shares of Common Stock or other securities required upon exercise of the Warrants, and the Company will comply with all such requisitions.

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery thereof, be duly and validly issued and fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and that upon issuance such shares shall be listed on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listed. (b) The Company covenants that if any securities to be reserved for the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will file a registration statement under the federal securities laws or a post post-effective amendment, use its best efforts to cause the same to become effective and use its best efforts to keep such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933, as amended, (the Act), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration is not required under the federal securities law or if the Company receives a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if such registration is not effected). The Company will use best efforts to obtain appropriate approvals or registrations under state blue sky securities laws. With respect to any such securities, however, Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawful.a

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue issuance upon exercise of Warrantsthe Warrants as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Warrant Stock which shall be so issuable upon exercise of the Warrants shall, at the time of delivery thereof, shall be duly authorized and validly issued and upon full payment therefor be fully paid and nonassessable non-assessable and free from all preemptive or similar pre-emptive rights, taxes, liens claims, liens, encumbrances and charges with respect to the issue thereof, and that upon issuance such shares charges. No Warrants shall be listed on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listed. (b) The Company covenants that if any securities issued to be reserved for the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will file a registration statement under the federal securities laws or a post effective amendment, use its best efforts to cause the same to become effective and use its best efforts to keep such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933, as amended, (the Act), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration is not required under the federal securities law or if the Company receives a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if such registration is not effected). The Company will use best efforts to obtain appropriate approvals or registrations under state blue sky securities laws. With respect to any such securities, however, Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawful. The Company shall pay all documentary, stamp, or similar taxes and other governmental charges that may be imposed with respect of the issuance of the Warrants, or the issuance, transfer, or delivery of any Warrant Stock upon exercise of the Warrants; provided, however, that if a certificate for Warrant Stock is to be delivered in a name other than the name of the Registered Holder of the Warrant Certificate representing any Warrant being exercised, then no such delivery shall be made unless the person requesting the same has paid to the Warrant Agent the amount of any such taxes or charges incident thereto, if any. Any transfer fees payable to the Warrant Agent for the transfer, exchange, or exercise of any certificate issued pursuant to this Agreement shall be paid by the presenter of such certificate. The Warrant Agent is hereby irrevocably authorized to requisition the Company's Transfer Agent from time to time for certificates representing shares of Common Stock required upon exercise of the Warrants, and the Company will authorize the Transfer Agent to comply with all such proper requisitions. The Company will file with the Warrant Agent a statement setting forth the name and address of the Transfer Agent of the Company for shares of Common Stock issuable upon exercise of the Warrants.

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery thereof, be duly and validly issued and fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and that upon issuance such shares shall be listed on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listed. 9 (b) The Company covenants that if any securities to be reserved for the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will file a registration statement under the federal securities laws or a post post-effective amendment, use its best efforts to cause the same to become effective and use its best efforts to keep such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933, as amended, (the Act), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration is not required under the federal securities law or if the Company receives a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if such registration is not effected). The Company will use its best efforts to obtain appropriate approvals or registrations under state "blue sky sky" securities laws. With laws with respect to any such securities, however. However, Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawful.

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it company will at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized Common Stockbut unissued Shares, solely for the purpose of enabling it to satisfy any obligation to issue Shares upon exercise of Warrants, such the full number of shares of Common Stock as shall then be issuable Shares deliverable upon the exercise of all outstanding Warrants. The Company company covenants that all shares of Common Stock Shares which shall may be issuable issued upon exercise of the Warrants shall, at the time of delivery thereof, will upon issue be duly and validly issued and fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens liens, charges and charges security interests with respect to the issue thereof. The company will from time to time take all actions which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities acts filings under federal and state laws, which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Certificates, the exercise of the Warrants, the issuance, sale, transfer and delivery of the Shares issued upon exercise of the Warrants, and all actions which may be necessary so that such Shares, immediately upon their issuance such shares shall upon the exercise of Warrants, will be listed on each the principal securities exchangeexchange within the United States of America, if any, on which the all other shares of outstanding Common Stock of the Company Shares are then listed. (b) The Company covenants company shall pay all documentary, stamp or similar taxes and other governmental charges that may be imposed with respect to the issuance of the Warrants, or the issuance or delivery of any Shares upon exercise of the Warrants; provided, however, that if any securities Shares are to be reserved for delivered in a name other than the purpose name of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will file a registration statement under the federal securities laws or a post effective amendment, use its best efforts to cause the same to become effective and use its best efforts to keep such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933, as amended, (the Act), to the Registered Holder exercising of the Warrant (exceptCertificate representing any Warrant being exercised, if in then no such delivery shall be made unless the opinion of counsel person requesting the same has paid to the Company, Warrant Agent the amount of any such registration is not required under the federal securities law taxes or if the Company receives a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if such registration is not effected)charges incident thereto. The Company company will use best efforts make available to obtain appropriate approvals or registrations under state blue sky securities laws. With respect the Warrant Agent any cash which may be payable as provided in Sections 6 and 7 hereof prior to the time the Warrant Agent shall be required to make any such securities, however, Warrants may not be exercised by, or shares payment. The company will file with the Warrant Agent a statement setting forth the name and address of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawfulits transfer agent and its registrar for Shares.

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of WarrantsShares, such number of shares of Common Stock Shares as shall then be issuable upon the exercise of all outstanding Warrants. Before taking any action which would cause an adjustment pursuant to Section 8 reducing the Purchase Price below the then par value (if any) of the Common Shares issuable upon exercise of the Warrants, the Company will take any corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and nonassessable Common Shares at the Purchase Price as so adjusted. The Company covenants that all shares of the Common Stock Shares which shall be issuable upon exercise of the Warrants shall, at the time of delivery thereof, shall be duly and validly issued and issued, fully paid and paid, nonassessable (except as provided under applicable law) and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and that upon issuance it will use its best efforts to have such shares shall be listed on each securities exchangeexchange or quotation system, if any, on which the other shares of outstanding Common Stock Shares of the Company are then listed. (b) The Company covenants that if any securities to be Common Shares reserved for issuance upon the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities or state law before such securities Common Shares may be validly issued or delivered upon such exercise, then the Company will file a registration statement under the federal securities laws or a post effective amendmentendeavor, use its best efforts in good faith and as expeditiously as possible, to cause the same to become effective and use its best efforts to keep secure such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933, as amended, (the Act), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration is not required under the federal securities law or if the Company receives a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if such registration is not effected). The Company will use best efforts to obtain appropriate approvals or registrations under state blue sky securities laws. With respect to any such securities, approval; however, Warrants may not be exercised by, or shares of Common Stock Shares issued to, any Registered Holder in any state in which such exercise would be unlawfulunlawful or if such issuance would be unlawful pursuant to federal law and regulation. The Company also covenants that it will give notice to the Warrant Agent of the jurisdictions in which Common Shares may be issued upon the exercise of Warrants. The Company shall pay all documentary, stamp, or similar taxes and any other governmental charges that may be imposed with respect to the initial issuance of Warrants, or the initial issuance or delivery of any Common Shares upon exercise of the Warrants; provided, however, that if the Common Shares are to be delivered in a name other than the name of the Registered Holder of the Warrant being exercised then no such delivery shall be made unless the person requesting the same has paid to the Warrant Agent the amount of transfer taxes or charges incident thereto, if any.

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery thereof, be duly and validly issued and fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and that upon issuance such shares shall be listed on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listed. (b) The Company covenants that if any securities to be reserved for the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will file a registration statement under the federal securities laws or a post post-effective amendment, use its best efforts to cause the same to become effective and use its best efforts to keep such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933, as amended, (the Act), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration is not required under the federal securities law or if the Company receives a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if such registration is not effected). The Company will use its best efforts to obtain appropriate approvals or registrations under state "blue sky sky" securities laws. With laws with respect to any such securities, however. However, Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawful.

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The a)The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue issuance upon the exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that that, upon exercise of the Warrants and payment of the Purchase Price for the shares of Common Stock underlying the Warrants, all shares of Common Stock which shall be issuable upon such exercise of the Warrants shall, at the time of delivery thereof, shall be duly and validly issued and issued, fully paid and nonassessable and paid, non-assessable, free from all preemptive or similar rights, and free from all taxes, liens and charges with respect to the issue issuance thereof, and that upon issuance such shares shall be listed or quoted on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listedlisted or quoted, or if not then so listed or quoted on each place (whether the Nasdaq Stock Market, Inc., the NASD OTC Electronic Bulletin Board, the National Quotation Bureau "pink sheets" or otherwise) on which the other shares of outstanding Common Stock are listed or quoted. (b) The Company covenants that if any securities to be reserved for the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will file a registration statement under the federal securities laws or a post post-effective amendmentamendment to a registration statement, use its best efforts to cause the same to become effective and use its best efforts to effective, keep such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933, as amended, (the Act), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration is not required under the federal securities law or if the Company receives a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if such registration is not effected). The Company will use best efforts to obtain appropriate approvals or registrations under state blue sky securities laws. With respect to any such securities, however, Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawful.any

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue issuance upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery (assuming payment in full of the Purchase Price in respect thereof), be duly and validly issued and issued, fully paid and paid, nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, issuance thereof (other than those which the Company shall promptly pay or discharge) and that upon issuance such shares shall be listed on each national securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listed. (b) The Company covenants that if any securities to be reserved for the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will file a registration statement under the federal securities laws or a post effective amendmentin good faith and as expeditiously as reasonably possible, use its best efforts endeavor to cause the same to become effective and use its best efforts to keep secure such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933, as amended, (the Act), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration is not required under the federal securities law or if the Company receives a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if such registration is not effected)approval. The Company will use best efforts reasonable effort to obtain appropriate approvals or registrations under state "blue sky sky" securities laws. With laws with respect to any such securities, however. However, Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawful.. (c) The Company shall pay all documentary, stamp or similar taxes and other governmental charges that may be imposed with respect to the issuance of Warrants, or the issuance or delivery of any shares upon exercise of the Warrants; provided, however, that if the shares of Common Stock are to be delivered in a name other than the name of the Registered Holder of the Warrant Certificate representing any Warrant being exercised, then no such delivery shall be made unless the person requiring the same had paid to the Warrant Agent the amount of transfer taxes or charges incident thereto, if any. (d) The Warrant Agent is hereby irrevocably authorized to requisition the Company's Transfer Agent from time to time for certificates representing shares of Common Stock required upon exercise of the Warrants, and the Company will authorize the Transfer Agent to comply with all such proper requisitions. The Company will file with the Warrant Agent a statement setting forth the name and address of the Transfer Agent of the Company for shares of Common Stock issuable upon exercise of the Warrants,

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, Shares solely for the purpose of issue upon exercise of WarrantsWarrants as herein provided, such number of shares of Common Stock Shares as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock Warrant Shares which shall be so issuable upon exercise of the Warrants shall, at the time of delivery thereof, shall be duly and validly issued and fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and that upon issuance such shares shall be listed on each national securities exchangeexchanged, if any, on which the other shares of outstanding Common Stock Shares of the Company are then listed. (b) The Company covenants that if If any securities Common Shares to be reserved for the purpose of exercise of Warrants hereunder require registration with, with or approval of, of any governmental authority under any federal securities law or state law, before such securities shares may be validly issued or delivered upon such exercise, then the Company covenants that it will file a registration statement under the federal securities laws or a post effective amendment, use its best efforts in good faith and as expeditiously as possible endeavor to cause the same to become effective and use its best efforts to keep secure such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933or approval, as amended, (the Act), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration is not required under the federal securities law or if the Company receives a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if such registration is not effected). The Company will use best efforts to obtain appropriate approvals or registrations under state blue sky securities laws. With respect to any such securities, case may be; however, Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder registered holder in any state in which such exercise would be unlawful. The Warrant holder shall pay all documentary, stamp or similar taxes and other governmental charges that may be imposed with respect of the issuance of the Warrants, or the issuance, transfer or delivery of any Warrant Shares upon exercise of the Warrants; provided, however, that if Warrant Shares are to be delivered in a name other than the name of the registered holder of the Warrant Certificate representing any Warrant being exercised, then no such delivery shall be made unless the person requesting the same has paid to the Warrant Agent the amount of any such taxes or charges incident thereto. The Warrant Agent is hereby irrevocably authorized to requisition the Company’s Transfer Agent from time to time for certificates of Warrant Shares required upon exercise of the Warrants, and the Company will authorize the Transfer Agent to comply with all such requisitions. The Company will file with the Warrant Agent a statement setting forth the name and address of its Transfer Agent for Common Shares or other capital shares issuable upon exercise of the Warrants and of each successor Transfer Agent.

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery thereof, be duly and validly issued and fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, and that upon issuance such shares shall be listed on each securities exchange, if any, on which the other shares of outstanding Common Stock of the Company are then listed. (b) The Company covenants that if any securities to be reserved for the purpose of exercise of Warrants hereunder require registration with, or approval of, any governmental authority under any federal securities law before such securities may be validly issued or delivered upon such exercise, then the Company will file a registration statement under the federal securities laws or a post post-effective amendment, use its best efforts to cause the same to become effective and use its best efforts to keep such registration statement current while any of the Warrants are outstanding and deliver a prospectus which complies with Section 10(a)(3) of the Securities Act of 1933, as amended, (the Act), to the Registered Holder exercising the Warrant (except, if in the opinion of counsel to the Company, such registration is not required under the federal securities law laws or if the Company receives a letter from the staff of the Securities and Exchange Commission (the Commission) stating that it would not take any enforcement action if such registration is not effected). The Company will use its best efforts to obtain appropriate approvals or registrations under state "blue sky sky" securities laws. With laws with respect to any such securities, however, Warrants may not be exercised by, or shares of Common Stock issued to, any Registered Holder in any state in which such exercise would be unlawful.such