Common use of Reservation of Shares; Transfer Taxes; Etc Clause in Contracts

Reservation of Shares; Transfer Taxes; Etc. Both Dairy and Bion shall at all times reserve and keep available, out of their respective authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Notes, such number of shares of its Common Stock as shall be sufficient to effect the conversion of all Notes from time to time outstanding. Both Dairy and Bion shall use their respective best efforts from time to time, in accordance with the laws of the State of Colorado, to increase the authorized number of shares of Common Stock if at any time the number of shares of Common Stock not outstanding shall not be sufficient to permit the conversion of all the then-outstanding Notes. In the event that either Dairy or Bion intends to offer Stock other than Common Stock, they shall authorize the issuance of sufficient shares of such stock to permit the conversion of all the then-outstanding Notes. Bion or Dairy, as appropriate, shall pay any and all issue or other taxes that may be payable in respect of any issue or delivery of shares of Stock on conversion of the Notes into Bion Stock or Dairy Stock. Neither Bion nor Dairy, however, shall be required to pay any tax which may be payable in respect of any transfer involved in the issue or delivery of Bion Stock or Dairy Stock, as appropriate (or other securities or assets), in a name other than that in which the Notes so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to either Bion or Dairy, as appropriate, the amount of such tax or has established, to the satisfaction of Bion or Dairy, as appropriate, that such tax has been paid.