Covenants as to Shares. The Company covenants and agrees that all Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof (other than taxes, liens or charges created by or imposed upon the Holder through no action of the Company). The Company further covenants and agrees that the Company will at all times during the Exercise Period have authorized and reserved a sufficient number of shares to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares to such number of shares as shall be sufficient for such purposes.
Covenants as to Shares. The Company shall procure that all Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant are, upon issuance, validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company shall, at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise). If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock are not sufficient to permit the full exercise of this Warrant, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number as is sufficient for such purposes. During the Exercise Period, the Company shall not at any time increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect.
Covenants as to Shares. The Company covenants and agrees that the company shall authorize and reserve a sufficient number of Shares to provide for all permitted exercises of the rights represented by this Warrant. If at any time the number of authorized but unissued Shares shall not be sufficient to effect any permitted exercise of this Warrant, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Shares to such number of shares as shall be sufficient for such purposes. The Company shall give the Center at least thirty (30) days prior written notice of the filing of a registration statement under the Securities Act of 1933, as amended (the “Act”), covering the offering and sale of the Company’s securities.
Covenants as to Shares. The Company covenants and agrees that all Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Preferred Stock and Common Stock to provide for the exercise of the rights represented by this Warrant and the conversion of the Shares into Common Stock. If at any time during the Exercise Period the number of authorized but unissued shares of Preferred Stock and Common Stock shall not be sufficient to permit exercise of this Warrant and the conversion of the Shares into Common Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Preferred Stock and Common Stock to such number of shares as shall be sufficient for such purposes.
Covenants as to Shares. The Company covenants that all Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and conditions herein, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Company 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 for the purpose of the issue upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. The Company further covenants and agrees that the Company will from time to time take all such action as may be requisite to assure that the stated or par value per share of Common Stock is at all times equal to or less than the then effective Warrant Price per share of Common Stock issuable upon exercise of this Warrant. If and so long as the Common Stock issuable upon the exercise of the rights represented by this Warrant is listed on any national securities exchange or quotation system, the Company will, if permitted by the rules of such exchange or quotation system, use its best efforts to list and keep listed on such exchange or quotation system, upon official notice of issuance, all shares of such capital stock.
Covenants as to Shares. The Company covenants and agrees that all Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof.
Covenants as to Shares. The Company covenants that it will at all times maintain an available and adequate reserve of duly authorized but unissued shares of its common stock, free from preemptive rights, sufficient to effect the full exercise of this Warrant in accordance with its terms. All Shares issued upon exercise of this Warrant will be validly issued, fully paid and nonassessable.
Covenants as to Shares. TTI shall at all times reserve and keep available out of its authorized and unissued Preferred Stock and Common Stock, solely for the purpose of providing for the exercise of the Option, such number of shares of Preferred Stock and Common Stock as shall, from time to time, be sufficient therefor. TTI covenants that all shares of Preferred Stock and Common Stock issuable upon exercise of the Option, upon receipt by TTI of the full Exercise Price therefor, and any shares of Common Stock issuable upon conversion of the Preferred Shares, shall be validly issued, fully paid, and nonassessable, without any personal liability attaching to the ownership thereof, and will not be issued in violation of any preemptive rights of stockholders, optionholders, warrantholders and any other persons and CellStar will receive good title to the securities purchased by it, free and clear of all liens, security interests, claims, pledges, charges, stockholders' agreements, voting trusts or encumbrances of any kind.
Covenants as to Shares. The Company covenants that all Shares which may be issued against tender of payment in respect of the Purchase Contracts underlying the Units will, upon issuance, be newly issued (i.e., not issued out of treasury shares) and be duly authorized, validly issued, fully paid and nonassessable.
Covenants as to Shares. The Issuer hereby covenants and agrees with the Holder that: each Warrant is, and any Warrant issued in substitution for or replacement of any Warrant will upon issuance be, duly authorised and validly issued; all Warrant Shares which may be issued upon the exercise of the rights represented by any Warrant will, upon issuance, be validly issued, fully paid and free from all taxes, liens encumbrances and charges created by or through the Issuer with respect to the issue thereof; during the period within which the rights represented by any Warrant may be exercised, the Issuer will at all times have authorised and reserved at least one hundred per cent (100%) of the number of Shares needed to provide for the exercise of the rights then represented by the relevant Warrant and the nominal value of said Shares will at all times be less than or equal to the applicable Aggregate Exercise Price; it shall maintain, so long as any Shares in issue shall be Listed on the Exchange, the Listing of all Warrant Shares from time to time issuable upon the exercise of any Warrant and shall pay all and any costs incurred or due upon applying for and maintaining the Listing of any Warrant Shares from time to time; it shall not increase the nominal value of any Shares receivable upon the exercise of any Warrant above the applicable Exercise Price then in effect (as adjusted in accordance with these conditions); and it will send to the Holder at the same time as the same are sent to the holders of the Shares, its audited account and all other notices, reports and communications despatched by it to the holders of Shares generally.
