Validity of Warrant and Issue of Shares Sample Clauses

Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.

Validity of Warrant and Issue of Shares. The Company represents and warrants that: (i) this Warrant has been duly authorized and validly issued; (ii) the Warrant Shares when issued upon such exercise, will be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof; and (iii) during the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.

Validity of Warrant and Issue of Shares. (a) Subject to Section 3.1(b), the Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all shares of Class B Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. Subject to Section 3.1(b), the Company further warrants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of Class B Common Stock to provide for the exercise of the rights represented by this Warrant. (b) Warrant Holder acknowledges that as of the date of this Warrant the Company has not authorized any shares of Class B Common Stock and the Company does not have sufficient authorized but unissued shares of Common Stock to permit exercise of this Warrant. Therefore, this Warrant cannot be exercised until such conditions are corrected. The Company covenants to use commercially reasonable efforts to call as soon as possible a shareholders meeting for the purpose of amending its Articles of Incorporation to include enough authorized shares of Common Stock to permit exercise in full of this Warrant, or to take such other action as may be necessary to permit such exercise in full (including authorizing a reverse stock split) (the "Required Action"). The exercise of this Warrant into shares of Class B Common Stock as provided herein shall be contingent upon the completion of the Required Action. Warrant Holder further acknowledges that, until such the Required Action shall be completed, Warrant Holder's rights under this Warrant may not be exercised. Warrant Holder further acknowledges that if, for any reason, the Company does not authorize Class B Common Stock, then this Warrant shall be exercisable for shares of Common Stock, subject to the limitations on exercisability in this Section.

Validity of Warrant and Issue of Shares. Assuming the accuracy and completeness of the representations and warranties of the Holder set forth in the Purchase Agreement, the Company represents, warrants, covenants and agrees that all Warrant Shares 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 and validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by or through the Company. The Company further covenants and agrees that during the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.

Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued.

Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which the rights represented by this Warrant may be exercised, following the effectiveness of an amendment to its articles of incorporation to increase its authorized common stock, the Company will at all times have authorized and reserved a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.

Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued. In addition, in the event a favorable vote is achieved at a meeting of stockholder’s to authorize the issuance of the Shares, the Company agrees thereafter to reserve and keep available at all times, free of preemptive rights, shares of Common Stock for the purpose of enabling the Company to issue the Shares, which, upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which the rights represented by this Warrant may be exercised, subsequent to a favorable vote by the Company’s stockholders to authorize the issuance of the Shares, the Company will at all times have authorized and reserved a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.

Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all of the Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. 1 An aggregate number of shares of Common Stock equal to three and one-half percent (3.5%) of the total number of shares of Common Stock and Pre-Funded Warrants, including any Option Shares (each as defined in that certain Underwriting Agreement, dated [__], 2017 (the “Underwriting Agreement”), between the Company and the Warrant Holder, acting severally on behalf of itself and as representative of the several Underwriters named on Schedule I thereto), sold on the Issuance Date pursuant to the Underwriting Agreement. 2 One hundred and twenty five percent (125%) of the initial public offering price of the Common Stock sold pursuant to the Underwriting Agreement.

Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued and covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will

Validity of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued and covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The Company shall not be required upon the exercise of this Warrant to issue any fraction of shares, but shall make any adjustment therefore by rounding the number of shares obtainable upon exercise to the next highest whole number of shares.