Common use of Shares Fully Paid; Reservation of Shares Clause in Contracts

Shares Fully Paid; Reservation of Shares. The Company hereby agrees that it will at all times on and after the Offering Date and on and prior to the Expiration Date have authorized and will reserve and keep available, solely for issuance and delivery to the Holder, that number of shares of its Common Stock (or other securities and property) that may be required from time to time for issuance and delivery upon the exercise of this Warrant. All Warrant Shares when issued in accordance with this Warrant shall be duly and validly issued, shall be fully paid and nonassessable, free and clear of any claim, lien, encumbrance, or security interest of any kind whatsoever, and free from all preemptive rights of any security holders of the Company. The Company shall take all action as may be necessary to assure that such Warrant Shares (and any other securities and property) may be issued and delivered as provided herein without violation of any applicable law or regulation, or of any requirements, of any domestic securities exchange or inter-dealer quotation system upon which the Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under federal, state, foreign or any other securities laws. The Company will not take any action which would result in any adjustment of the Purchase Price (as described in Section 5 hereof) if the total number of Warrant Shares issuable after such action upon exercise of all the outstanding Warrants, together with all the Common Stock then outstanding and all Common Stock issuable upon exercise of all other options and warrants and upon conversion of all convertible securities then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation, as amended.

Shares Fully Paid; Reservation of Shares. The Company hereby agrees that it will at all times on and after the Offering Date and on and prior to the Expiration Date have authorized and will reserve and keep available, solely for issuance and delivery to the Holder, that number of shares of its Common Stock (or other securities and property) that may be required from time to time for issuance and delivery upon the exercise of this Warrant. All Warrant Shares when issued in accordance with this Warrant shall be duly and validly issued, shall be fully paid and nonassessable, free and clear of any claim, lien, encumbrance, or security interest of any kind whatsoever, and free from all preemptive rights of any security holders of the Company. The Company shall take all action as may be necessary to assure that such Warrant Shares (and any other securities and property) may be issued and delivered as provided herein without violation of any applicable law or regulation, or of any requirements, of any domestic securities exchange or inter-dealer quotation system upon which the Common Stock may be listed; provided, however, that the Company shall not be required to effect a registration under federal, state, foreign or any other securities laws. The Company will not take any action which would result in any adjustment of the Purchase Price (as described in Section 5 hereof) if the total number of Warrant Shares issuable after such action upon exercise of all the outstanding Warrants, together with all the Common Stock then outstanding and all Common Stock issuable upon exercise of all other options and warrants and upon conversion of all convertible securities then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company's ’s Certificate of Incorporation, as amended.