Common use of Reservation of Warrant Stock Clause in Contracts

Reservation of Warrant Stock. (a) The Company represents that there has been reserved out of the authorized and unissued shares of Common Stock, a number of shares sufficient to provide for the exercise of the right of purchase represented by the Warrant Certificates as initially issued, and the Company, which currently acts as the transfer agent for its Common Stock ("Transfer Agent") and every subsequent Transfer Agent for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants are hereby irrevocably authorized and directed at all times until the Expiration Date or earlier termination of this Agreement to reserve such 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 every subsequent Transfer Agent for any shares of the Company's capital stock issuable upon the exercise of the Warrants. The Company will supply any such subsequent Transfer Agent with duly executed stock certificates for issuance on exercise of Warrants and will itself provide or make available any cash which may be required by Section 10 of this Agreement. The Company will furnish to any such subsequent Transfer Agent a copy of all notices of adjustments, and certificates related thereto, transmitted to each Holder pursuant to Section 9.3 of this Agreement. All Warrant Certificates surrendered in the exercise of the rights thereby evidenced shall be canceled. (b) The Company covenants that it shall endeavor to comply with all securities laws regulating the offer and delivery of shares of Common Stock upon exercise of the Warrants; and that if any shares of Common Stock required to be reserved for purposes of exercising the Warrants hereunder require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise of the Warrants, the Company shall, in good faith and as expeditiously as possible, endeavor to secure such registration or approval, as the case may be. The Company covenants that all shares of Common Stock which shall be issued upon exercise of the Warrants shall upon issue and payment therefor be validly issued, fully paid and nonassessable.

Reservation of Warrant Stock. (a) The Company represents will at all times that there has been reserved any Warrant is exercisable reserve and keep available, free from preemptive or similar rights, out of the aggregate of its authorized but unissued capital stock or its authorized and unissued shares issued capital stock held in its treasury, for the purpose of Common Stockenabling it to satisfy any obligation to issue Warrant Stock upon exercise of Warrants, a the maximum number of shares sufficient to provide for of each class of capital stock constituting a part of the Warrant Stock which may then be deliverable upon the exercise of the right of purchase represented by the Warrant Certificates as initially issuedall outstanding Warrants. The Company or, and the Companyif appointed, which currently acts as the transfer agent for its Common Stock shares of each class of capital stock of the Company (the "Transfer Agent") and every subsequent Transfer Agent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants are hereby will be irrevocably authorized and directed at all times until the Expiration Date or earlier termination of this Agreement to reserve such 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 of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Company will supply any furnish such subsequent Transfer Agent with duly executed stock certificates for issuance on exercise of Warrants and will itself provide or make available any cash which may be required by Section 10 of this Agreement. The Company will furnish to any such subsequent Transfer Agent a copy of all notices of adjustments, and certificates related thereto, transmitted to each Holder Holders pursuant to Section 9.3 12. Before taking any action which would cause an adjustment pursuant to Section 3 to the maximum number of this Agreement. All shares of Warrant Certificates surrendered in Stock deliverable upon the exercise of all outstanding Warrants pursuant to Section 2(a), the rights thereby evidenced Company shall cause to be canceled. (b) The Company covenants authorized additional shares of Common Stock such that it shall endeavor to comply with all securities laws regulating the offer and delivery sum of such maximum number of shares of Common Stock deliverable upon exercise of all outstanding Warrants and the Warrants; and that if any number of shares of Common Stock required outstanding or issuable pursuant to be reserved for purposes outstanding rights, options or warrants as of exercising such date does not exceed the Warrants hereunder require registration with or approval number of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise of the Warrants, the Company shall, in good faith and as expeditiously as possible, endeavor to secure such registration or approval, as the case may be. The Company covenants that all shares of Common Stock which shall be issued upon exercise of authorized pursuant to the Warrants shall upon issue and payment therefor be validly issued, fully paid and nonassessableCompany's Certificate.

Reservation of Warrant Stock. (a) The Company represents that there has been reserved out of the authorized and unissued shares of Common Stock, a number of shares sufficient to provide for the exercise of the right of purchase represented by the Warrant Certificates as initially issued, and the Company, which currently acts as the transfer agent for its Common Stock ("Transfer Agent") and every subsequent Transfer Agent for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants are hereby irrevocably authorized and directed at all times until the Expiration Date or earlier termination of this Agreement to reserve such 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 every subsequent Transfer Agent for any shares of the Company's capital stock issuable upon the exercise of the Warrants. The Company will supply any such subsequent Transfer Agent with duly executed stock certificates for issuance on exercise of Warrants and will itself provide or make available any cash which may be required by Section 10 11 of this Agreement. The Company will furnish to any such subsequent Transfer Agent a copy of all notices of adjustments, and certificates related thereto, transmitted to each Holder pursuant to Section 9.3 10.3 of this Agreement. All Warrant Certificates surrendered in the exercise of the rights thereby evidenced shall be canceledcancelled. (b) The Company covenants that it shall endeavor to comply with all securities laws regulating the offer and delivery of shares of Common Stock upon exercise of the Warrants; and that if any shares of Common Stock required to be reserved for purposes of exercising the Warrants hereunder require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise of the Warrants, the Company shall, in good faith and as expeditiously as possible, endeavor to secure such registration or approval, as the case may be. The Company covenants that all shares of Common Stock which shall be issued upon exercise of the Warrants shall upon issue and payment therefor be validly issued, fully paid and nonassessable.

Reservation of Warrant Stock. (a) The Company represents that there has been reserved will at all ---------------------------- times prior to the Expiration Date reserve and keep available, free from preemptive or similar rights, out of the aggregate of its authorized but unissued capital stock or its authorized and unissued shares issued capital stock held in its treasury, for the purpose of Common Stockenabling it to satisfy any obligation to issue Warrant Stock upon conversion of the Warrant Debentures, a the maximum number of shares sufficient to provide for of each class of capital stock constituting a part of the Warrant Stock which may then be deliverable upon the conversion of the maximum number Warrant Debentures that may be issued upon exercise of the right of purchase represented by the Warrant Certificates as initially issuedWarrants. The Company or, and the Companyif appointed, which currently acts as the transfer agent for its Common Stock shares of each class of capital stock of the Company (the "Transfer Agent") and every subsequent Transfer Agent transfer agent -------------- -7- for any shares of the Company's capital stock issuable upon the exercise of any conversion of the Warrants are hereby Warrant Debentures will be irrevocably authorized and directed at all times until the Expiration Date or earlier termination of this Agreement to reserve such 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 of the Company's capital stock issuable upon the exercise of the Warrants. The Company will supply any such subsequent Transfer Agent with duly executed stock certificates for issuance on exercise rights of purchase represented by the Warrants and will itself provide or make available the Warrant Debentures. Before taking any cash action which may be required by Section 10 of this Agreement. The Company will furnish would cause an adjustment to any such subsequent Transfer Agent a copy of all notices of adjustments, and certificates related thereto, transmitted to each Holder pursuant to Section 9.3 of this Agreement. All Warrant Certificates surrendered in the exercise of the rights thereby evidenced shall be canceled. (b) The Company covenants that it shall endeavor to comply with all securities laws regulating the offer and delivery maximum number of shares of Common Warrant Stock deliverable upon exercise the conversion of the Warrants; and maximum number of Warrant Debentures that if any shares of Common Stock required to be reserved for purposes of exercising the Warrants hereunder require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise of the Warrants, the Company shall, in good faith and as expeditiously as possible, endeavor shall cause to secure such registration or approval, as the case may be. The Company covenants that all be authorized additional shares of Common Stock which shall be issued upon exercise such that the sum of such maximum number of shares of Warrant Stock and the Warrants shall upon issue and payment therefor be validly issuednumber of shares of Common Stock outstanding or issuable pursuant to outstanding rights, fully paid and nonassessableoptions or warrants as of such date does not exceed the number of shares of Common Stock authorized pursuant to the Company's certificate of incorporation.

Reservation of Warrant Stock. (a) The Company represents that there has been reserved out of the authorized and unissued shares of Common Stock, a number of shares sufficient to provide for the exercise of the right of purchase represented by the Warrant Certificates as initially issued, and the Company, which currently acts as the transfer agent for its Common Stock ("Transfer Agent") and every subsequent Transfer Agent for any shares of the Company's capital stock issuable upon the exercise of any of the Warrants are hereby irrevocably authorized and directed at all times until the Expiration Date or earlier termination of this Agreement to reserve such 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 every subsequent Transfer Agent for any shares of the Company's capital stock issuable upon the exercise of the Warrants. The Company will supply any such subsequent Transfer Agent with duly executed stock certificates for issuance on exercise of Warrants and will itself provide or otherwise make available any cash which may be required by Section 10 11 of this Agreement. The Company will furnish to any such subsequent Transfer Agent a copy of all notices of adjustments, and certificates related thereto, transmitted to each Holder pursuant to Section 9.3 10 of this Agreement. All Warrant Certificates surrendered in the exercise of the rights thereby evidenced shall be canceled. (b) The Company covenants that it shall endeavor to comply with all securities laws regulating the offer and delivery of shares of Common Stock upon exercise of the Warrants; and that that, if any shares of Common Stock required to be reserved for purposes of exercising the Warrants hereunder require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise of the Warrants, the Company shall, in good faith and as expeditiously as possible, endeavor to secure such registration or approval, as the case may be. The Company covenants that all shares of Common Stock which shall be issued upon exercise of the Warrants shall upon issue and payment therefor be validly issued, fully paid and nonassessable.

Reservation of Warrant Stock. (a) The Company represents that there has been reserved will at all times prior to the Expiration Date reserve and keep available, free from preemptive or similar rights, out of the aggregate of its authorized but unissued capital stock or its authorized and unissued shares issued capital stock held in its treasury, for the purpose of Common Stockenabling it to satisfy any obligation to issue Warrant Stock upon conversion of the Warrant Debentures, a the maximum number of shares sufficient to provide for of each class of capital stock constituting a part of the Warrant Stock which may then be deliverable upon the conversion of the maximum number Warrant Debentures that may be issued upon exercise of the right of purchase represented by the Warrant Certificates as initially issuedWarrants. The Company or, and the Companyif appointed, which currently acts as the transfer agent for its Common Stock shares of each class of capital stock of the Company (the "Transfer AgentTRANSFER AGENT") and every subsequent Transfer Agent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any conversion of the Warrants are hereby Warrant Debentures will be irrevocably authorized and directed at all times until the Expiration Date or earlier termination of this Agreement to reserve such 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 of the Company's capital stock issuable upon the exercise of the Warrants. The Company will supply any such subsequent Transfer Agent with duly executed stock certificates for issuance on exercise rights of purchase represented by the Warrants and will itself provide or make available the Warrant Debentures. Before taking any cash action which may be required by Section 10 of this Agreement. The Company will furnish would cause an adjustment to any such subsequent Transfer Agent a copy of all notices of adjustments, and certificates related thereto, transmitted to each Holder pursuant to Section 9.3 of this Agreement. All Warrant Certificates surrendered in the exercise of the rights thereby evidenced shall be canceled. (b) The Company covenants that it shall endeavor to comply with all securities laws regulating the offer and delivery maximum number of shares of Common Warrant Stock deliverable upon exercise the conversion of the Warrants; and maximum number of Warrant Debentures that if any shares of Common Stock required to be reserved for purposes of exercising the Warrants hereunder require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon exercise of the Warrants, the Company shall, in good faith and as expeditiously as possible, endeavor shall cause to secure such registration or approval, as the case may be. The Company covenants that all be authorized additional shares of Common Stock which shall be issued upon exercise such that the sum of such maximum number of shares of Warrant Stock and the Warrants shall upon issue and payment therefor be validly issuednumber of shares of Common Stock outstanding or issuable pursuant to outstanding rights, fully paid and nonassessableoptions or warrants as of such date does not exceed the number of shares of Common Stock authorized pursuant to the Company's certificate of incorporation.