Common use of Governmental Restrictions Clause in Contracts

Governmental Restrictions. If any Shares issuable upon the exercise of Warrants require registration or approval of any governmental authority, the Company will use all commercially reasonable efforts to cause such Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-1 (Registration No. 333-215848) necessary to permit a public offering of the Shares underlying the Warrants at any and all times during the term of this Agreement; provided, however, that in no event shall such Shares be issued, and the Company is authorized to refuse to honor the exercise of any Warrant, if such exercise would result, in the opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law. In the case of Warrants exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrants are exercisable on the date of such submission and the Exercise Price of such Warrants. In the event of such redemption, the Company will pay to the holder of such Warrants the above-described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. If, at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the Warrant Holders that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.

Appears in 3 contracts

Samples: Warrant Agreement (Eastside Distilling, Inc.), Warrant Agreement (Eastside Distilling, Inc.), Warrant Agreement (Eastside Distilling, Inc.)

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Governmental Restrictions. If any Shares issuable upon the exercise of Class A Warrants or Class B Warrants require registration or approval of any governmental authority, the Company will use all commercially reasonable efforts to cause such Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Class A Warrants and the Class B Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-1 (Registration No. 333-215848164588) necessary to permit a public offering of the Shares underlying the Class A Warrants and the Class B Warrants at any and all times during the term of this Agreement; provided, however, that in no event shall such Shares be issued, and the Company is authorized to refuse to honor the exercise of any Class A Warrant or Class B Warrant, if such exercise would result, in the opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law. In the case of Class A Warrants or Class B Warrants exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Class A Warrants or Class B Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Class A Warrants or Class B Warrants are exercisable on the date of such submission and the Exercise Price of such Class A Warrants or Class B Warrants. In the event of such redemption, the Company will pay to the holder of such Class A Warrants or Class B Warrants the above-described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Class A Warrants or Class B Warrants have been submitted for exercise. If, at the Expiration Date, the Class A Warrants or Class B Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the Warrant Holders that the Class A Warrants or Class B Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.

Appears in 2 contracts

Samples: Warrant Agreement (S&W Seed Co), Warrant Agreement (S&W Seed Co)

Governmental Restrictions. If any Shares issuable upon the exercise of Class C Warrants require registration or approval of any governmental authority, the Company will use all commercially reasonable efforts to cause such Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Class C Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-1 (Registration No. 333-215848164096) necessary to permit a public offering of the Shares underlying the Class C Warrants at any and all times during the term of this Agreement; provided, however, that in no event shall such Shares be issued, and the Company is authorized to refuse to honor the exercise of any Class C Warrant, if such exercise would resultresult in, in the opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law. In the case of Warrants a Class C Warrant exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Class C Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrants are Class C Warrant is exercisable on the date of such submission and the Exercise Price of such Class C Warrants. In the event of such redemption, the Company will pay to the holder of such Warrants the above-described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Class C Warrants have been submitted for exercise. If, at the Expiration Date, the Class C Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the Warrant Holders that the Class C Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.

Appears in 2 contracts

Samples: Warrant Agreement (Healthy Fast Food Inc), Warrant Agreement (Healthy Fast Food Inc)

Governmental Restrictions. If any Shares issuable upon the exercise of Warrants require registration or approval of any governmental authority, the Company will use all commercially reasonable efforts to cause such Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-1 SB-2 (Registration No. 333-215848145360) necessary to permit a public offering of the Shares underlying the Warrants at any and all times during the term of this Agreement; provided, however, that in no event shall such Shares be issued, and the Company is authorized to refuse to honor the exercise of any Warrant, if such exercise would resultresult in, in the opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law. In the case of Warrants a Warrant exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrants are Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants. In the event of such redemption, the Company will pay to the holder of such Warrants the above-described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. If, at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the Warrant Holders that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.

Appears in 2 contracts

Samples: Warrant Agreement (Healthy Fast Food Inc), Warrant Agreement (Healthy Fast Food Inc)

Governmental Restrictions. If any Shares issuable upon the exercise of Unit Warrants require registration or approval of any governmental authority, the Company will use all commercially reasonable efforts to cause such Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Unit Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-1 (Registration No. 333-215848162345) necessary to permit a public offering of the Shares underlying the Unit Warrants at any and all times during the term of this Agreement; provided, however, that in no event shall such Shares be issued, and the Company is authorized to refuse to honor the exercise of any Unit Warrant, if such exercise would resultresult in, in the opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law. In the case of Warrants a Unit Warrant exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Unit Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrants are Unit Warrant is exercisable on the date of such submission and the Exercise Price of such Unit Warrants. In the event of such redemption, the Company will pay to the holder of such Unit Warrants the above-described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Unit Warrants have been submitted for exercise. If, at the Expiration Date, the Unit Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the Warrant Holders that the Unit Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.

Appears in 2 contracts

Samples: Warrant Agreement (Biocurex Inc), Warrant Agreement (Biocurex Inc)

Governmental Restrictions. If any Shares issuable upon the exercise of Class A Warrants require registration or approval of any governmental authority, the Company will use all commercially reasonable efforts to cause such Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Class A Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-1 (Registration No. 333-215848333- ) necessary to permit a public offering of the Shares underlying the Class A Warrants at any and all times during the term of this Agreement; provided, however, that in no event shall such Shares be issued, and the Company is authorized to refuse to honor the exercise of any Class A Warrant, if such exercise would result, in the opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law. In the case of Class A Warrants exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Class A Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Class A Warrants are exercisable on the date of such submission and the Exercise Price of such Class A Warrants. In the event of such redemption, the Company will pay to the holder of such Class A Warrants the above-described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Class A Warrants have been submitted for exercise. If, at the Expiration Date, the Class A Warrants are not currently exercisable as a result of the provisions of this paragraphSection 11, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the Warrant Holders that the Class A Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.

Appears in 1 contract

Samples: Warrant Agreement (Vanguard Energy Corp)

Governmental Restrictions. If any Shares issuable upon the exercise of Series A Warrants require registration or approval of any governmental authority, the Company will use all commercially reasonable efforts to cause such Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Series A Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-1 (Registration No. 333-215848333-____________) necessary to permit a public offering of the Shares underlying the Series A Warrants at any and all times during the term of this Agreement; provided, however, that in no event shall such Shares be issued, and the Company is authorized to refuse to honor the exercise of any Series A Warrant, if such exercise would result, in the opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law. In the case of Series A Warrants exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Series A Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Series A Warrants are exercisable on the date of such submission and the Exercise Price of such Series A Warrants. In the event of such redemption, the Company will pay to the holder of such Series A Warrants the above-described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Series A Warrants have been submitted for exercise. If, at the Expiration Date, the Series A Warrants are not currently exercisable as a result of the provisions of this paragraphSection 11, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the Warrant Holders that the Series A Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.

Appears in 1 contract

Samples: Warrant Agent Agreement (Rockdale Resources Corp)

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Governmental Restrictions. If any Shares issuable upon the exercise of Unit Warrants require registration or approval of any governmental authority, the Company will use all commercially reasonable efforts to cause such Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Unit Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-1 (Registration No. 333-215848333-________) necessary to permit a public offering of the Shares underlying the Unit Warrants at any and all times during the term of this Agreement; provided, however, that in no event shall such Shares be issued, and the Company is authorized to refuse to honor the exercise of any Unit Warrant, if such exercise would resultresult in, in the opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law. In the case of Warrants a Unit Warrant exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Unit Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrants are Unit Warrant is exercisable on the date of such submission and the Exercise Price of such Unit Warrants. In the event of such redemption, the Company will pay to the holder of such Unit Warrants the above-described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Unit Warrants have been submitted for exercise. If, at the Expiration Date, the Unit Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the Warrant Holders that the Unit Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.

Appears in 1 contract

Samples: Warrant Agreement (Whispering Oaks International Inc)

Governmental Restrictions. If any Shares issuable upon the exercise of Warrants require registration or approval of any governmental authority, the Company will use all commercially reasonable efforts to cause secure such Shares to be duly registered, registration or approved, as the case may be, approval and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-1 (Registration No. 333-215848) Warrants necessary to permit a public offering of the Shares securities underlying the Warrants at any and all times during the term of this Agreement; provided, however, provided that in no event shall such Shares be issued, and the Company is authorized shall have the authority to refuse to honor suspend the exercise of all Warrants, until such registration or approval shall have been obtained; but all Warrants, the exercise of which is requested during any Warrantsuch suspension, if shall be exercisable at the Exercise Price. If any such period of suspension continues past the Expiration Date, all Warrants, the exercise would resultof which have been requested on or prior to the Expiration Date, in shall be exercisable upon the opinion removal of such suspension until the Company’s Board close of Directors, upon advice business on the business day immediately following the expiration of counsel, in the violation of any lawsuch suspension. In the case of Warrants a Warrant exercisable solely for securities listed on a securities exchange or for which there are at least three two (2) independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrants are Warrant is exercisable on the date of such submission and the Exercise Price of such Warrants. In ; in the event of such redemption, the Company will pay to the holder of such Warrants the above-described redemption price in cash within 10 ten (10) business days after receipt of notice from the Warrant Agent that such Warrants have been submitted for exercise. If, at the Expiration Date, the Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the Warrant Holders that the Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.

Appears in 1 contract

Samples: Warrant Agreement (Catalog Com Inc)

Governmental Restrictions. If any Shares issuable upon the exercise of Class C Warrants require registration or approval of any governmental authority, the Company will use all commercially reasonable efforts to cause such Shares to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Class C Warrants, including, without limitation, filing any and all post-effective amendments to the Company’s Registration Statement on Form S-1 (Registration No. 333-215848333-__________) necessary to permit a public offering of the Shares underlying the Class C Warrants at any and all times during the term of this Agreement; provided, however, that in no event shall such Shares be issued, and the Company is authorized to refuse to honor the exercise of any Class C Warrant, if such exercise would resultresult in, in the opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law. In the case of Warrants a Class C Warrant exercisable solely for securities listed on a securities exchange or for which there are at least three independent market makers, in lieu of obtaining such registration or approval, the Company may elect to redeem Class C Warrants submitted to the Warrant Agent for exercise for a price equal to the difference between the aggregate low asked price, or closing price, as the case may be, of the securities for which such Warrants are Class C Warrant is exercisable on the date of such submission and the Exercise Price of such Class C Warrants. In the event of such redemption, the Company will pay to the holder of such Warrants the above-described redemption price in cash within 10 business days after receipt of notice from the Warrant Agent that such Class C Warrants have been submitted for exercise. If, at the Expiration Date, the Class C Warrants are not currently exercisable as a result of the provisions of this paragraph, the Expiration Date shall be extended to a date that is 30 calendar days following notice to the Warrant Holders that the Class C Warrants are again exercisable and references to the Expiration Date herein shall thereafter refer to such extended Expiration Date.

Appears in 1 contract

Samples: Warrant Agreement (Healthy Fast Food Inc)

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