Exercise Shares Sample Clauses

Exercise Shares. Fully Paid and Non-assessable. The Company agrees and covenants that all Exercise Shares issuable upon the due exercise of the Warrant represented by this Warrant certificate ("Warrant Certificate") will, upon issuance and payment therefor in accordance with the terms hereof, be duly authorized, validly issued, fully paid and non-assessable and free and clear of all taxes (other than taxes which, pursuant to Section 2 hereof, the Company shall not be obligated to pay) or liens, charges, and security interests created by the Company with respect to the issuance thereof.

Exercise Shares. Fully Paid and Non-assessable. The Company agrees --------------------------------------------- and covenants that all Exercise Shares issued or delivered upon the due exercise (including payment of the Exercise Price therefor) of this Warrant will, upon issuance in accordance with the terms hereof, be duly authorized, validly issued, fully paid and non-assessable and free and clear of all taxes (other than those taxes that, pursuant to Paragraph 2 hereof, the Company shall not be obligated to pay), liens, charges and security interests created by or in favor of the Company with respect to the issuance thereof (other than the limitations on such Exercise Shares imposed by applicable securities laws and limitations expressly included in this Warrant).

Exercise Shares. The Company covenants and agrees that all Exercise 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. The Company further covenants and agrees that the Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, and free from pre-emptive rights, a number of Exercise Shares equal to the total number of Exercise Shares from time to time issuable upon exercise of this Warrant, and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of Exercise Shares issuable upon exercise of this Warrant.

Exercise Shares. The Company covenants and agrees that all Exercise 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. The Company further covenants and agrees that the Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, and free from pre-emptive rights, a number of Exercise Shares constituting Series E-5 Preferred Stock and Common Stock equal to the total number of Exercise Shares constituting Series E-5 Preferred Stock and Common Stock from time to time issuable upon exercise of this Warrant (or, on and after the closing of the Next Round, a number of Exercise Shares constituting Next Round Stock equal to the total number of Exercise Shares constituting Next Round Stock from time to time issuable upon exercise of this Warrant), and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of Exercise Shares issuable upon exercise of this Warrant.

Exercise Shares the Exercise Shares, if and when issued and delivered on exercise of a Warrant will: (1) be duly and validly issued, full-paid; (2) rank pari passu with and, carry the same rights in all aspects as, the other Shares then outstanding; and (3) other than the resale restrictions imposed under Canadian securities law and subject to approval of the Relevant Exchange (if required), be freely transferable, free and clear of all liens, encumbrances, security interests or claims of third parties and will not be subject to calls for further payment;

Exercise Shares. The Company covenants and agrees that all Warrant Stock 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. 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 Common Stock 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 of Common Stock 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 of Common Stock to such number of shares as shall be sufficient for such purposes.

Exercise Shares. (a) The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

Exercise Shares. (a) Subject to the terms and conditions of this Warrant, this Warrant may be exercised during the Exercise Period for the following securities (“Exercise Shares”) by the Holder delivering to the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder) an executed Notice of Exercise in substantially the form attached hereto as Exhibit B: (i) A number of class and series of preference shares as set forth on Exhibit A (as Exhibit A may be amended as set forth herein); and (ii) A number of Conversion Shares (as defined in the 2019 Note Purchase Agreement) with respect to each of the Notes, but, with respect to each Note, in no event earlier than the time such Note would have become convertible had such Note not been repurchased and cancelled under the Exchange Agreement; provided, that, subject to securities and other applicable laws and the terms and conditions hereof (including Section 2.1(b) and Section 7 hereof), (A) this Warrant may only be exercised with respect to any such securities described in clauses (i) or (ii) above if the Holder has the bona fide intention to, following the exercise, effect the consummation of the sale of such securities, including in connection with a redemption or repurchase of such securities by the Company, a Change of Control Transaction (as defined in the Loan Agreement), in accordance with the terms and conditions hereof; and (B) such securities shall be subject to adjustment as set forth in Section 5 below; provided, further, that in connection with a Change of Control Transaction, the Holder shall not be required to accept consideration other than consideration in the form of cash or marketable securities of a Person that is a Military Affiliated Company. (b) As a condition to any exercise and sale of Exercise Shares described in clause (A) of the proviso to Section 2.1(a) other than a sale in connection with a Change of Control Transaction, (i) if such exercise of the Warrant shall occur prior to the consummation of a Going Public Transaction (as defined in the Loan Agreement), the Holder shall have entered into a bona fide binding definitive agreement with a third party to sell such Exercise Shares to such third party and which agreement provides for the consummation of such sale immediately upon exercise of the Warrant, or shall have provided to the Company other evidence reasonably satisfactory to the Company that such sale shall b...