RESERVATION OF SHARES, ETC. Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the expiration date keep reserved, out of its authorized and unissued Common Stock, a number of Shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants, and the Transfer Agent for the Shares and every subsequent Transfer Agent for the Shares issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued Shares as shall be requisite for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Shares and with every subsequent Transfer Agent for the Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent certificates required to honor outstanding Warrants that have been exercised. The Company will supply such Transfer Agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be issuable as provided in Section 9 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced or surrendered for transfer, exchange or partial exercise shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Company.
RESERVATION OF SHARES, ETC. There have been reserved, and the Company shall at all times keep reserved, out of the authorized and unissued Common Stock, an aggregate number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. In addition, upon any adjustment to the number and kind of securities purchasable upon exercise of the Warrants, the Company shall reserve, and shall at all times thereafter keep reserved, out of the authorized and unissued Common Stock or such other kind of securities, an aggregate number of shares of Common Stock or shares, units or otherwise of such other kind of securities sufficient to provide for the exercise of the rights to purchase represented by the outstanding Warrants. After the Effective Date, the transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent Transfer Agent, if any, for Shares issuable upon the exercise of any of the rights of purchase represented by the Warrants, will be irrevocably authorized and directed at all times until the Expiration Date to reserve such aggregate 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 for any Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Company will supply any such Transfer Agent with duly executed stock certificates for such purpose and will itself provide or otherwise make available any cash which may be distributable as provided in Section 9 of this Agreement. Any Warrant surrendered in the exercise of the rights thereby evidenced shall be canceled, and until delivery to the person surrendering such Warrant of stock certificates representing the Shares to be issued to such person as a result of such exercise, such canceled Warrant shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrant. No shares of Common Stock shall be subject to reservation in respect of any unexercised Warrant subsequent to the Expiration Date.
RESERVATION OF SHARES, ETC. The Company shall at all times keep reserved, out of the authorized and unissued Common Stock of the Company, a number of shares of Common Stock sufficient to provide for the exercise of the rights of purchase represented by the outstanding Warrants. American Stock Transfer & Trust Co., transfer agent for the Common Stock (the "Transfer Agent"), and every subsequent transfer agent, if any, for the Company's securities issuable upon the exercise of the Warrants will be irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares 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 for any shares of the Company's securities issuable upon the exercise of the Warrants. The Company will supply the Transfer Agent or any subsequent transfer agent with duly executed certificates for such purpose. All Warrants surrendered in the exercise of the rights thereby evidenced shall be canceled, and such canceled Warrants shall constitute sufficient evidence of the number of Shares that have been issued upon the exercise of such Warrants.
RESERVATION OF SHARES, ETC. The Company covenants and agrees as follows:
RESERVATION OF SHARES, ETC. Gabelli shall at all times reserve and keep available, free from preemptive rights out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of this Note, the full number of shares of Common Stock that would then be deliverable upon the conversion of all of the principal amount of this Note and any other outstanding Notes. If any shares of Common Stock required to be reserved for purposes of conversion of this Note require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued or freely transferred upon conversion, Gabelli will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved as the case may be. If the Common Stock is quoted on the New York Stock Exchange or any other U.S. national securities exchange, Gabelli will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of this Note and any other outstanding Notes. Notwithstanding the foregoing, the reference to free transferability in the first sentence of this paragraph and the reference to listing in the second sentence of this paragraph shall apply only when this Note shall have become freely transferable under the federal securities laws.
RESERVATION OF SHARES, ETC. The Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon exercise of this Option as herein provided, such number of shares of Common Stock as shall then be issuable upon exercise of this Option in full. The Company covenants that all shares of Common Stock that shall be so issuable shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof; and without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value, if any, per share of the Common Stock will at all times be equal to or less than the then effective Purchase Price.
RESERVATION OF SHARES, ETC. The Company covenants and agrees that all Warrant Shares which are issued upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid and nonassessable and free from all taxes, liens, security interests, charges and other encumbrances with respect to the issue thereof, other than taxes in respect of any transfer occurring contemporaneously with such issue. The Company further covenants and agrees that, during the Exercise Period, the Company will at all times have authorized and reserved, and keep available free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.
RESERVATION OF SHARES, ETC. ISSUABLE ON EXERCISE OF RIGHTS. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Right and other similar Rights, such Common Shares and other shares, securities and property as from time to time shall be issuable upon the exercise of this Right and all other similar Rights at the time outstanding.
RESERVATION OF SHARES, ETC. The Corporation shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of shares of Series A, the full number of shares of Common Stock that would then be deliverable upon the conversion of all shares of Series A then outstanding. If any shares of Common Stock required to be reserved for purposes of conversion of the Series A hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be issued or freely transferred upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to cause such shares to be duly registered or approved as the case may be. If the Common Stock is quoted on the Nasdaq Global Select Market, New York Stock Exchange, or any other U.S. national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of the Series A. Notwithstanding the foregoing, the reference to listing in the third sentence of this paragraph shall apply only when the Series A shall have become freely transferable under the federal securities laws.
RESERVATION OF SHARES, ETC. Each of the Securities, including the Conversion Shares issuable upon conversion of shares of Preferred Stock will (i) conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus and (ii) when issued and delivered against payment therefor in accordance with the terms of the Registration Statement and the Prospectus, and in the case of the Conversion Shares, when the Preferred Stock is converted into Conversion Shares, will be duly and validly issued, fully paid and non-assessable, with no personal liability for the debts or obligations of the Company attaching to the ownership thereof, and free of any statutory and contractual preemptive rights and all Liens, and will be sufficient in number to be issued to the Purchasers. The Company has reserved, and will maintain and reserve at all times prior to conversion or redemption of all shares of Preferred Stock, a sufficient number of shares of Common Stock for issuance upon the conversion of the Preferred Stock.
