Reservation of Shares of Common Stock. (a) The Company will at all times reserve and keep available out of the aggregate of its authorized but unissued shares of Common Stock, for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock upon exercise of Warrants, the maximum number of shares of Common Stock that may then be deliverable upon the exercise of all outstanding Warrants, and the Transfer Agent is hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued or treasury 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. The Warrant Agent is hereby irrevocably authorized and directed to requisition from time to time from the Transfer Agent stock certificates issuable upon exercise of outstanding Warrants. The Company will supply the Transfer Agent with duly executed stock certificates for such purpose and will, upon request, provide or otherwise make available any cash which may be payable as provided in Section 14. The Company will furnish the Transfer Agent with a copy of all notices of adjustments and certificates related thereto, transmitted by the Company to the Warrant Agent and each holder. The Warrant Agent shall have no duty or obligation to investigate or confirm the accuracy of the information or the genuineness of the signatures contained in such notices or certificates. (b) The Company covenants that all shares of Common Stock that may be issued upon exercise of Warrants will be, upon payment of the aggregate Exercise Price and issuance thereof, duly authorized, validly issued, fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof (other than any liens, charges and security interests created by the Warrant holder or the person to which the shares of Common Stock are to be issued).
Appears in 4 contracts
Samples: Warrant Agreement (Lear Corp), Warrant Agreement, Warrant Agreement (Lear Corp)
Reservation of Shares of Common Stock. (a) The Company will at all times through the Expiration Date reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock, for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock upon exercise of Warrants, the maximum number of shares of Common Stock that may then be deliverable upon the exercise of all outstanding Warrants, and the Transfer Agent is hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued or treasury shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Warrant Agreement on file with such Transfer Agent and with every transfer agent for any Shares issuable upon the Transfer Agentexercise of Warrants pursuant to Section 9. The Warrant Agent is hereby irrevocably authorized and directed to requisition from time to time from the such Transfer Agent stock certificates issuable upon exercise of outstanding Warrants. The , and the Company will supply the such Transfer Agent with duly executed stock certificates for such purpose and will, upon request, provide or otherwise make available any cash which may be payable as provided in Section 14purpose. The Company will furnish the Transfer Agent with a copy of all notices of adjustments and certificates related thereto, transmitted by the Company to the Warrant Agent and each holder. The Warrant Agent shall have no duty or obligation to investigate or confirm the accuracy of the information or the genuineness of the signatures contained in such notices or certificates.
(b) The Company covenants that all shares of Common Stock that may be issued upon exercise of Warrants will be, upon payment of the aggregate Exercise Price and issuance thereof, duly authorized, validly issuedthereof (in the case of an exercise), fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof (other than any liens, charges and security interests created by the Warrant holder or the person to which the shares of Common Stock are to be issued).
Appears in 3 contracts
Samples: Assumption Agreement (Consolidated Communications Holdings, Inc.), Warrant Agreement (Fairpoint Communications Inc), Warrant Agreement (SemGroup Corp)
Reservation of Shares of Common Stock. (a) The Company will at all times reserve and keep available out of the aggregate of its authorized but unissued shares of Common Stock, for For the purpose of enabling it to satisfy any obligation to issue shares of Common Stock upon exercise of Warrants, the maximum Company will at all times through the Close of Business on the Expiration Date, reserve and keep available, free from preemptive rights and out of its aggregate authorized but unissued shares of Common Stock, the number of shares of Common Stock that may then be deliverable upon the exercise of all outstanding Warrants, Warrants and the Transfer Agent is hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued or treasury shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Warrants Agent, in its capacity as Transfer Agent. The Warrant Agent , is hereby irrevocably authorized and directed to requisition from time to time from the Transfer Agent stock certificates issuable upon exercise of outstanding Warrants. The Before taking any action that would cause an adjustment pursuant to Section 13(b) reducing the Exercise Price below the then par value (if any) of the shares of Common Stock issuable upon exercise of the Warrants, the Company will supply take any corporate action that may, in the Transfer Agent with duly executed stock certificates for such purpose and willopinion of its counsel, upon request, provide or otherwise make available any cash which may be payable as provided necessary in Section 14. The Company will furnish the Transfer Agent with a copy of all notices of adjustments and certificates related thereto, transmitted by order that the Company to may validly and legally issue fully paid and nonassessable shares of Common Stock at the Warrant Agent and each holderExercise Price as so adjusted. The Warrant Agent shall have no duty or obligation to investigate or confirm the accuracy of the information or the genuineness of the signatures contained in such notices or certificates.
(b) The Company covenants that all shares of Common Stock that may be issued upon exercise of the Warrants will bewill, upon payment issuance in accordance with the terms of the aggregate Exercise Price this Agreement, be fully paid and issuance thereof, duly authorized, validly issued, fully paid, nonassessable, free of preemptive rights nonassessable and free from all taxes, liens, charges and security interests with respect to the issue thereof (other than any liens, charges and security interests created by or imposed upon the Warrant holder or Company with respect to the person to which the shares of Common Stock are to be issued)issuance thereof.
Appears in 2 contracts
Samples: Warrants Agreement (Magnum Hunter Resources Inc), Warrants Agreement (Magnum Hunter Resources Inc)
Reservation of Shares of Common Stock. (a) The Company will at all times reserve and keep available out of the aggregate of its authorized but unissued shares of Common Stock, for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock upon exercise of Warrants, the maximum number of shares of Common Stock that may then be deliverable upon the exercise of all outstanding Warrants, and the Transfer Agent is hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued or treasury shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Warrant Agreement on file with the Transfer AgentAgent and with every transfer agent for any securities issuable upon exercise of Warrants. The Warrant Agent is hereby irrevocably authorized and directed to requisition from time to time from the Transfer Agent stock certificates issuable upon exercise of outstanding Warrants. The Company will supply the Transfer Agent with duly executed stock certificates for such purpose and will, when necessary to comply with this Warrant Agreement, upon request, provide or otherwise make available any cash which that may be payable as provided in Section 14. The Company will furnish the Transfer Agent with a copy of all notices of adjustments and certificates related thereto, transmitted by the Company to the Warrant Agent and each holder. The Warrant Agent shall have no duty or obligation to investigate or confirm the accuracy of the information or the genuineness of the signatures contained in such notices or certificates.
(b) The Company covenants that all shares of Common Stock that may be issued upon exercise of Warrants will be, upon payment of the aggregate Exercise Price and issuance thereof, duly authorized, validly issued, fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof (other than any liens, charges and security interests created by the Warrant holder or the person to which the shares of Common Stock are to be issued).
Appears in 2 contracts
Samples: Warrant Agreement (Visteon Corp), Warrant Agreement (Visteon Corp)
Reservation of Shares of Common Stock. (a) The Company will at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock, for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock upon exercise of Warrants, the maximum number of shares of Common Stock that which may then be deliverable upon the exercise of all outstanding Warrants, .
(b) The Company or the transfer agent for Common Stock and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise or of any of the rights of purchase represented by the Warrants as aforesaid (the "Transfer Agent is hereby Agent") will be irrevocably authorized and directed at all times to reserve such number of authorized and unissued or treasury shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Warrant Agreement on file with the Transfer AgentAgent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized and directed to requisition from time to time from the such Transfer Agent the stock certificates issuable required to honor outstanding Warrants upon exercise thereof in accordance with the terms of outstanding Warrantsthis Warrant Agreement. The Company will supply the such Transfer Agent with duly executed stock certificates for such purpose purposes and will, upon request, provide or otherwise make available any cash which may be payable as provided in Section 14. ARTICLE V. The Company will furnish the such Transfer Agent with a copy of all notices of adjustments and certificates related thereto, transmitted by the Company to the Warrant Agent and each holder. The Warrant Agent shall have no duty or obligation holder pursuant to investigate or confirm the accuracy of the information or the genuineness of the signatures contained in such notices or certificatesSection 4.05(b).
(bc) The Company covenants that all shares of Common Stock that which may be issued upon exercise of Warrants will be, upon payment of the aggregate Exercise Price and issuance thereof, duly authorized, validly issuedthereof (in the case of an exercise), fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof (other than any liens, charges and security interests created by the Warrant holder or the person Person to which the shares of Common Stock are to be issued).. ARTICLE IV
Appears in 1 contract
Samples: Common Stock Warrant Agreement (Hawaiian Telcom Holdco, Inc.)
Reservation of Shares of Common Stock. (a) The Company will at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock, for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock upon exercise or conversion of Warrants, the maximum number of shares of Common Stock that which may then be deliverable upon the exercise of all outstanding Warrants, . The Company or the transfer agent for Common Stock and every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise or of any of the rights of purchase represented by the Warrants as aforesaid (the “Transfer Agent is hereby Agent”) will be irrevocably authorized and directed at all times to reserve such number of authorized and unissued or treasury shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Warrant Agreement on file with the Transfer AgentAgent for any shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized and directed to requisition from time to time from the such Transfer Agent the stock certificates issuable required to honor outstanding Warrants upon exercise or conversion thereof in accordance with the terms of outstanding Warrantsthis Warrant Agreement. The Company will supply the such Transfer Agent with duly executed stock certificates for such purpose purposes and will, upon request, provide or otherwise make available any cash which may be payable as provided in Section 1415. The Company will furnish the such Transfer Agent with a copy of all notices of adjustments and certificates related thereto, transmitted by the Company to the Warrant Agent and each holderholder pursuant to Section 16. The Warrant Agent shall have no duty or obligation Before taking any action which would cause an adjustment pursuant to investigate or confirm Section 13 to reduce the accuracy Exercise Price below the then par value (if any) of a share of Common Stock, the information or Company will take all corporate action necessary, in the genuineness opinion of its counsel (which may be counsel employed by the signatures contained Company), in such notices or certificates.
(b) order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at the Exercise Price as so adjusted. The Company covenants that all shares of Common Stock that which may be issued upon exercise or conversion of Warrants will be, upon payment of the aggregate Exercise Price and issuance thereof, duly authorized, validly issuedthereof (in the case of an exercise), fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof (other than any liens, charges and security interests created by the Warrant holder or the person to which the shares of Common Stock are to be issued).
Appears in 1 contract
Reservation of Shares of Common Stock. (a) The Company will at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock, for the purpose of enabling it to satisfy any obligation to issue shares of Common Stock upon exercise of Warrants, the maximum number of shares of Common Stock that which may then be deliverable upon the exercise of all outstanding Warrants, . The Company or the transfer agent for Common Stock and every subsequent transfer agent for any shares of the Company’s capital stock issuable upon the exercise or of any of the rights of purchase represented by the Warrants as aforesaid (the “Transfer Agent is hereby Agent”) will be irrevocably authorized and directed at all times to reserve such number of authorized and unissued or treasury shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Warrant Agreement on file with the Transfer AgentAgent for any shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized and directed to requisition from time to time from the such Transfer Agent the stock certificates issuable required to honor outstanding Warrants upon exercise thereof in accordance with the terms of outstanding Warrantsthis Warrant Agreement. The Company will supply the such Transfer Agent with duly executed stock certificates for such purpose purposes and will, upon request, provide or otherwise make available any cash which may be payable as provided in Section 1416. The Company will furnish the such Transfer Agent with a copy of all notices of adjustments and certificates related thereto, transmitted by the Company to the Warrant Agent and each holderholder pursuant to Section 17. The Warrant Agent shall have no duty or obligation to investigate or confirm the accuracy of the information or the genuineness of the signatures contained in such notices or certificates.
(b) The Company covenants that all shares of Common Stock that which may be issued upon exercise of Warrants will be, upon payment of the aggregate Exercise Price and issuance thereof, duly authorized, validly issuedthereof (in the case of an exercise), fully paid, nonassessable, free of preemptive rights and free from all taxes, liens, charges and security interests with respect to the issue thereof (other than any liens, charges and security interests created by the Warrant holder or the person to which the shares of Common Stock are to be issued).
Appears in 1 contract
Samples: Warrant Agreement (Calpine Corp)