Reservation of Warrant Shares Clause Example with 4 Variations from Business Contracts

Reservation of Warrant Shares. (a) The Company covenants that it will at all times after the Exercisability Date reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Series A-5 F-3 Preferred Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Series A-5 F-3 Preferred Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other... contingent purchase rights of Persons other than the Holder. The Company covenants that all shares of Series F-3 Preferred Stock so issuable and deliverable shall be, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, duly authorized, validly issued and fully paid and nonassessable. The Company will take all such actions as may be reasonably necessary to ensure that such shares of Series F-3 Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon 3 which the Series F-3 Preferred Stock may be listed. 3 The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series F-3 Preferred Stock not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of all outstanding shares of Series F-3 Preferred Stock. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid, non-assessable and free and clear of all liens and other encumbrances. (b) As soon as practicable following the Signing Issuance Date, but not more than forty-five (45) thirty (30) days thereafter, the Company shall file a preliminary proxy statement for a vote of its stockholders to approve (i) the issuance of units upon conversion of the shares of Series A-1 Preferred Stock, (ii) the issuance of all Common Stock upon conversion of the Series A F Preferred Stock, (iii) a reverse stock split Stock and (ii) the issuance of the Common Stock at a specific ratio within a range of 1-for-10 to 1-for-20, with the exact ratio to be determined by the Company's Board of Directors in its sole discretion, (iv) an increase to the outstanding equity incentive pool Warrant Shares upon exercise of the Company in an amount determined by Warrants and the Board issuance of Directors after the Signing Date and (v) the election Series F-4 Preferred Stock upon exercise of the Director Nominees Tranche B Warrants (collectively, "Proposals"). The Company shall, as soon as practicable following notification from the staff of the Securities and Exchange Commission that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Proposals. The Company covenants and agrees that its Board of Directors shall unanimously recommend that the Proposals be approved by the Company's stockholders at all meetings in which such Proposals are considered and promptly file the necessary amendments to the Company's certificate of incorporation after the Proposals are approved. If the Company's stockholders do not approve such Proposals at the first meeting in which they are voted on by stockholders, the Company covenants and agrees that it will submit the Proposals for approval of the Company's stockholders at least semi-annually until such approval is obtained. View More

Reservation of Warrant Shares. (a) The Company covenants that it will at all times after the Exercisability Date reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Series A-5 F-4 Preferred Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Series A-5 F-4 Preferred Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other... contingent purchase rights of Persons other than the Holder. The Company covenants that all shares of Series F-4 Preferred Stock so issuable and deliverable shall be, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, duly authorized, validly issued and fully paid and nonassessable. The Company will take all such actions as may be reasonably necessary to ensure that such shares of Series F-4 Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon 3 which the Series F-4 Preferred Stock may be listed. 3 The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series F-4 Preferred Stock not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of all outstanding shares of Series F-4 Preferred Stock. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid, non-assessable and free and clear of all liens and other encumbrances. (b) As soon as practicable following the Signing Issuance Date, but not more than forty-five (45) thirty (30) days thereafter, the Company shall file a preliminary proxy statement for a vote of its stockholders to approve (i) the issuance of units upon conversion of the shares of Series A-1 Preferred Stock, (ii) the issuance of all Common Stock upon conversion of the Series A F Preferred Stock, (iii) a reverse stock split Stock and (ii) the issuance of the Common Stock at a specific ratio within a range of 1-for-10 to 1-for-20, with the exact ratio to be determined by the Company's Board of Directors in its sole discretion, (iv) an increase to the outstanding equity incentive pool Warrant Shares upon exercise of the Company in an amount determined by Warrants and the Board issuance of Directors after the Signing Date and (v) the election Series F-3 Preferred Stock upon exercise of the Director Nominees Tranche A Warrants (collectively, "Proposals"). The Company shall, as soon as practicable following notification from the staff of the Securities and Exchange Commission that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Proposals. The Company covenants and agrees that its Board of Directors shall unanimously recommend that the Proposals be approved by the Company's stockholders at all meetings in which such Proposals are considered and promptly file the necessary amendments to the Company's certificate of incorporation after the Proposals are approved. If the Company's stockholders do not approve such Proposals at the first meeting in which they are voted on by stockholders, the Company covenants and agrees that it will submit the Proposals for approval of the Company's stockholders at least semi-annually until such approval is obtained. View More

Reservation of Warrant Shares. (a) The Company covenants that it will at all times after the Exercisability Date reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Series A-5 A-3 Preferred Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Series A-5 A-3 Preferred Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other... contingent purchase rights of Persons other than the Holder. The Company covenants that all shares of Preferred Stock so issuable and deliverable shall be, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, duly authorized, validly issued and fully paid and nonassessable. The Company will take all such actions as may be reasonably necessary to ensure that such shares of Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Preferred Stock may be listed. 3 (b) As soon as practicable following the Signing Date, but not more than forty-five (45) days thereafter, file a preliminary proxy statement for a vote of its stockholders to approve (i) the issuance of units upon conversion of the shares of Series A-1 Preferred Stock, (ii) the issuance of all Common Stock upon conversion of the Series A Preferred Stock, (iii) a reverse stock split of the Common Stock at a specific ratio within a range of 1-for-10 to 1-for-20, with the exact ratio to be determined by the Company's Board of Directors in its sole discretion, discretion (the "Reverse Stock Split"), (iv) an increase to the outstanding equity incentive pool of the Company in an amount determined by the Board of Directors after the Signing Date and (v) the election of the Director Nominees (collectively, "Proposals"). The Company shall, as soon as practicable following notification from the staff of the Securities and Exchange Commission that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Proposals. The Company covenants and agrees that its Board of Directors shall unanimously recommend that the Proposals be approved by the Company's stockholders at all meetings in which such Proposals are considered and promptly file the necessary amendments to the Company's certificate of incorporation after the Proposals are approved. If the Company's stockholders do not approve such Proposals at the first meeting in which they are voted on by stockholders, the Company covenants and agrees that it will submit the Proposals for approval of the Company's stockholders at least semi-annually until such approval is obtained. 3 6. WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person's capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person's capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. View More

Reservation of Warrant Shares. (a) The Company covenants that it will at all times after the Exercisability Date reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Series A-5 A-4 Preferred Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of shares of Series A-5 A-4 Preferred Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive or any other... contingent purchase rights of Persons other than the Holder. The Company covenants that all shares of Preferred Stock so issuable and deliverable shall be, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, duly authorized, validly issued and fully paid and nonassessable. The Company will take all such actions as may be reasonably necessary to ensure that such shares of Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Preferred Stock may be listed. 3 (b) As soon as practicable following the Signing Date, but not more than forty-five (45) days thereafter, file a preliminary proxy statement for a vote of its stockholders to approve (i) the issuance of units upon conversion of the shares of Series A-1 Preferred Stock, (ii) the issuance of all Common Stock upon conversion of the Series A Preferred Stock, (iii) a reverse stock split of the Common Stock at a specific ratio within a range of 1-for-10 to 1-for-20, with the exact ratio to be determined by the Company's Board of Directors in its sole discretion, (iv) an increase to the outstanding equity incentive pool of the Company in an amount determined by the Board of Directors after the Signing Date and (v) the election of the Director Nominees (collectively, "Proposals"). The Company shall, as soon as practicable following notification from the staff of the Securities and Exchange Commission that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Proposals. The Company covenants and agrees that its Board of Directors shall unanimously recommend that the Proposals be approved by the Company's stockholders at all meetings in which such Proposals are considered and promptly file the necessary amendments to the Company's certificate of incorporation after the Proposals are approved. If the Company's stockholders do not approve such Proposals at the first meeting in which they are voted on by stockholders, the Company covenants and agrees that it will submit the Proposals for approval of the Company's stockholders at least semi-annually until such approval is obtained. 3 6. WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person's capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person's capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. View More