Common use of Stock Fully Paid Clause in Contracts

Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, when issued in accordance with the terms of this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges (other than liens or charges created by the Holder and any income taxes attributable to the issuance and delivery of Common Stock upon exercise of this Warrant). The Issuer agrees that the shares of Warrant Stock so issued will be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant and payment of the Warrant Price are delivered to the Issuer in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Issuer may then be closed or certificates representing such shares of Warrant Stock may not be actually delivered on such date. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of issuance upon exercise of this Warrant a number of shares of Common Stock equal to at least the aggregate number of shares of Common Stock necessary to provide for the exercise of this Warrant, as such necessary number of shares of Common Stock may be adjusted from time to time pursuant to Section 4 hereof; provided, however, that this sentence does not apply to the extent the Issuer does not have sufficient authorized and unissued shares of Common Stock to reserve the shares of Common Stock issuable upon exercise of this Warrant, unless and until the Issuer does have such sufficient authorized and unissued shares of Common Stock.

Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, when issued in accordance with the terms of this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges (other than liens or charges created by the Holder and any income taxes attributable to the issuance and delivery of Common Stock upon exercise of this Warrant). The Issuer agrees that the shares of Warrant Stock so issued will be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant and payment of the Warrant Price are delivered to the Issuer in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Issuer may then be closed or certificates representing such shares of Warrant Stock may not be actually delivered on such date. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of issuance upon exercise of this Warrant a number of shares of Common Stock equal to at least the aggregate number of shares of Common Stock necessary to provide for the exercise of this Warrant, as such necessary number of shares of Common Stock may be adjusted from time to time pursuant to Section 4 hereof; provided, however, that this sentence does not apply to the extent the Issuer does not have sufficient authorized and unissued shares of Common Stock to reserve the shares of Common Stock issuable upon exercise of this Warrant, unless and until the Issuer does have such sufficient authorized and unissued shares of Common Stock.

Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, when issued in accordance with the terms of this Warrantupon issuance, be duly authorized, validly issued, fully paid and nonassessable non-assessable and free from all taxes, liens and charges (other than liens or charges created by the Holder and any income taxes attributable or through Issuer. Subject to the issuance and delivery provisions of Common Stock upon exercise the last two sentences of this WarrantSection 3(a). The Issuer agrees that , the shares of Warrant Stock so issued will be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant and payment of the Warrant Price are delivered to the Issuer in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Issuer may then be closed or certificates representing such shares of Warrant Stock may not be actually delivered on such date. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of issuance the issue upon exercise of this Warrant a number of shares of Common Stock equal to at least 100% of the aggregate number of shares of Common Stock necessary exercisable hereunder to provide for the exercise of this Warrant. Notwithstanding the foregoing, the Holder hereby acknowledges that the number of authorized shares of Common Stock under the Issuer’s Articles of Incorporation as such necessary of the date hereof that have not yet been issued are less than the total number of shares of Common Stock may be adjusted from time required to time pursuant to Section 4 hereof; provided, however, that this sentence does not apply to issue all of the extent the Issuer does not have sufficient authorized Warrant Stock and unissued shares of Common Stock to reserve the all shares of Common Stock issuable upon conversion or exercise of this Warrantother outstanding Securities that are directly or indirectly convertible into or exercisable for Common Stock. The Issuer hereby agrees, unless as soon as practicable after the date hereof, to amend its Articles of Incorporation, subject to stockholder approval, to effect a reverse stock split of its issued and until outstanding shares of Common Stock without decreasing its number of authorized shares, following which the Issuer does will have such a sufficient number of authorized and but unissued shares of Common Stock for the issuance of all of the Warrant Stock upon exercise of the Warrants and all shares of Common Stock issuable upon conversion or exercise of other outstanding Securities that are directly or indirectly convertible into or exercisable for Common Stock.

Stock Fully Paid. The Issuer represents, warrants, covenants and agrees that all shares of Warrant Stock which may be issued upon the exercise of this Warrant or otherwise hereunder will, when issued in accordance with the terms of this Warrantupon issuance, be duly authorized, validly issued, fully paid and nonassessable non-assessable and free from all taxes, liens and charges (other than liens or charges created by the Holder and any income taxes attributable or through Issuer. Subject to the issuance and delivery provisions of Common Stock upon exercise the last two sentences of this WarrantSection 3(a). The Issuer agrees that , the shares of Warrant Stock so issued will be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant and payment of the Warrant Price are delivered to the Issuer in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Issuer may then be closed or certificates representing such shares of Warrant Stock may not be actually delivered on such date. The Issuer further covenants and agrees that during the period within which this Warrant may be exercised, the Issuer will at all times have authorized and reserved for the purpose of issuance the issue upon exercise of this Warrant a number of shares of Common Stock equal to at least 100% of the aggregate number of shares of Common Stock necessary exercisable hereunder to provide for the exercise of this WarrantWarrant (without regard to limitations on exercisability set forth in Section 8). Notwithstanding the foregoing, the Holder hereby acknowledges that the number of authorized shares of Common Stock under the Issuer’s Articles of Organization as such necessary of the date hereof that have not yet been issued are less than the total number of shares of Common Stock may be adjusted from time required to time pursuant to Section 4 hereof; provided, however, that this sentence does not apply to issue all of the extent the Issuer does not have sufficient authorized Warrant Stock and unissued shares of Common Stock to reserve the all shares of Common Stock issuable upon conversion or exercise of this Warrant, unless and until other outstanding Securities that are directly or indirectly convertible into or exercisable for Common Stock. The Issuer hereby agrees to use its commercially reasonable efforts to amend its Articles of Organization to increase the Issuer does have such sufficient number of authorized and unissued shares of Common Stock so that it has enough shares of Common Stock authorized to issue all of the Warrant Stock and all shares of Common Stock issuable upon conversion or exercise of other outstanding Securities that are directly or indirectly convertible into or exercisable for Common Stock. Without limiting the prior sentence, if for any reason the issuance of this Warrant is not permitted under Massachusetts law due to the Company having an insufficient number of authorized shares of Common Stock under its Articles of Organization, which results in this Warrant being void or ineffective in any respect, this Warrant shall be automatically deemed amended so that it shall be exercisable for up to the maximum number of shares of Common Stock which can be issued without this Warrant becoming void or ineffective (subject to a maximum number of shares equal to the Warrant Share Number), and any additional shares for this this Warrant was otherwise exercisable pursuant to its terms shall be disregarded.