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 Class A Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Class A Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Class A Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery, be duly and validly issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to the issue thereof, (other than those which the Company shall promptly pay or discharge or liens imposed solely as a result of actions or agreements of the warrantholder) and that upon issuance such shares shall be listed on each national securities exchange on which the other shares of outstanding Class A Common Stock of the Company are then listed or shall be eligible for inclusion in the Nasdaq National Market or the Nasdaq SmallCap Market if the other shares of outstanding Class A Common Stock of the Company are so included.

Appears in 2 contracts

Samples: Warrant Agreement (Amerigon Inc), Warrant Agreement (Amerigon Inc)

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Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company covenants that from and after the Initial Warrant Exercise Date, it will at all times after the effective date of the Amendment reserve and keep available out of its authorized Class A Common Stock, solely for the purpose of issue upon exercise of Warrants, such number of shares of Class A Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Class A Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery, be duly and validly issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to the issue thereof, (other than those which the Company shall promptly pay or discharge or liens imposed solely as a result of actions or agreements of the warrantholderdischarge) and that upon issuance such shares shares, if registered under the Securities Act of 1933 (as amended, the "Act"), or if exempt from such registration, shall be listed on each national securities exchange exchange, including the Nasdaq National Market, or the Nasdaq SmallCap Market, on which the other shares of outstanding Class A Common Stock of the Company are then listed or shall be eligible for inclusion in the Nasdaq National Market or the Nasdaq SmallCap Market if the other shares of outstanding Class A Common Stock of the Company are so includedlisted.

Appears in 1 contract

Samples: Warrant Agreement (Datalink Systems Corp /Ca/)

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 Class A Common Stock, solely for the purpose of issue issuance upon exercise of Class A Warrants, such number of shares of Class A Common Stock as shall then be issuable upon the exercise of all outstanding Class A Warrants. The Company covenants that all shares of Class A Common Stock which shall be issuable upon exercise of the Class A Warrants and payment of the Exercise Price therefor shall, at the time of delivery, be duly and validly issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to the issue thereof, thereof (other than those which the Company shall promptly pay or discharge or liens imposed solely as a result of actions or agreements of the warrantholder) discharge), and that upon issuance such shares shall be listed on each national securities exchange or eligible for inclusion in each automated quotation system, if any, on which the other shares of outstanding Class A Common Stock of the Company are then listed or shall be and eligible for inclusion in the Nasdaq National Market or the Nasdaq SmallCap Market if the other shares of outstanding Class A Common Stock of the Company are so includedinclusion.

Appears in 1 contract

Samples: Class a Warrant Agreement (Walnut Financial Services Inc)

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 Class A Common Stock, solely for the purpose of issue issuance upon exercise of Class A Warrants, such number of shares of Class A Common Stock as shall then be issuable upon the exercise of all outstanding Class A Warrants. The Company covenants that all shares of Class A Common Stock which shall be issuable upon exercise of the Class A Warrants and payment of the Exercise Price therefor shall, at the time of delivery, be duly and validly issued, fully paid, nonassessable nonassessable, and free from all taxes, liens liens, and charges with respect to the issue thereof, thereof (other than those which the Company shall promptly pay or discharge or liens imposed solely as a result of actions or agreements of the warrantholder) discharge), and that upon issuance such shares shall be listed on each national securities exchange or eligible for inclusion in each automated quotation system, if any, on which the other shares of outstanding Class A Common Stock of the Company are then listed or shall be and eligible for inclusion in the Nasdaq National Market or the Nasdaq SmallCap Market if the other shares of outstanding Class A Common Stock of the Company are so includedinclusion.

Appears in 1 contract

Samples: Class a Warrant Agreement (Sportstrac Systems Inc)

Reservation of Shares; Listing; Payment of Taxes; etc. (a) The Company has reserved, and covenants that it will at all times reserve and keep available out of its authorized Class A Common Stock, solely for the purpose of issue issuance upon exercise of Warrants, such number of shares of Class A Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Class A Common Stock which shall be issuable upon exercise of the Warrants shall, at the time of delivery, be duly and validly issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to the issue thereof, issuance thereof (other than those which the Company shall promptly pay or discharge or liens imposed solely as a result of actions or agreements of the warrantholderdischarge) and that upon issuance such shares shall be listed on each national securities exchange exchange, if any, on which the other shares of outstanding Class A Common Stock of the Company are then listed or, if applicable, The Nasdaq Stock Market. (b) 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 eligible for inclusion in made unless the Nasdaq National Market or person requesting the Nasdaq SmallCap Market if the other shares of outstanding Class A Common Stock of same had paid to the Company are so includedthe amount of transfer taxes or charges incident thereto, if any.

Appears in 1 contract

Samples: Warrant Agreement (Epi Technologies Inc/De)

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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 Class A Common Stock, solely for the purpose of issue upon exercise of Class A Warrants, such number of shares of Class A Common Stock as shall then be issuable upon the exercise of all outstanding Class A Warrants. The Company covenants that all shares of Class A Common Stock which shall be issuable upon exercise of the Class A Warrants shall, at the time of delivery, be duly and validly issued, fully paid, nonassessable nonassessable, and free from all preemptive or similar rights, taxes, liens and charges with respect to the issue thereof, (other than those which the Company shall promptly pay or discharge or liens imposed solely as a result of actions or agreements of the warrantholderdischarge) and that upon issuance such shares shall be listed on each national securities exchange or eligible for inclusion in each automated quotation system, if any, on which the other shares of outstanding Class A Common Stock of the Company are then listed or shall be eligible for inclusion in the Nasdaq National Market or the Nasdaq SmallCap Market if the other shares of outstanding Class A Common Stock of the Company are so includedinclusion.

Appears in 1 contract

Samples: Warrant Agreement (Eldorado Artesian Springs Inc)

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 Class A Common Stock, solely for the purpose of issue upon exercise of Warrants or Additional Warrants, such number of shares of Class Series A Common Stock as shall then be issuable upon the exercise of all outstanding Warrants and Additional Warrants. The Company covenants that all shares of Class Series A Common Stock which shall be issuable upon exercise of the Warrants or Additional Warrants shall, at the time of delivery, be duly and validly issued, fully paid, nonassessable and free from all taxes, liens and charges with respect to the issue thereof, (other than those which the Company shall promptly pay or discharge or liens imposed solely as a result of actions or agreements of the warrantholderdischarge,) and that upon issuance such shares shall be listed on each national securities exchange exchange, on which the other shares share of outstanding Class A Common Stock of the The Company are then listed or shall be eligible for inclusion in the Nasdaq NASDAQ National Market or the Nasdaq SmallCap Market if the other shares of outstanding Class A Common Stock of the Company are so included.

Appears in 1 contract

Samples: Warrant Agreement (Food Court Entertainment Network Inc)

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