Common use of RESERVATION AND AUTHORIZATION OF COMMON SHARES Clause in Contracts

RESERVATION AND AUTHORIZATION OF COMMON SHARES. The Company covenants that, for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued Common Shares solely for issuance and delivery upon the exercise of the Warrants and free of preemptive rights, such number of Common Shares and other securities, cash or property as from time to time shall be issuable upon the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number of Common Shares if at any time the authorized number of Common Shares remaining unissued would otherwise be insufficient to allow delivery of all the Common Shares then deliverable upon the exercise in full of all outstanding Warrants. The Company covenants that all Common Shares issuable upon exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer and will be free from all liens and charges in respect of the issue thereof. The Company shall take all such actions as may be necessary to ensure that all such Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all Common Shares will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which the Common Shares are then listed. The Company covenants that the stock certificates issued to evidence any Common Shares issued upon exercise of Warrants, if any, will comply with the Yukon Business Corporations Act and any other applicable law. The Company hereby authorizes and directs its current and future transfer agents for the Common Shares at all times to reserve stock certificates for such number of authorized shares, to the extent as, and if, required. The Company will supply such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, required.

Appears in 2 contracts

Samples: Warrant Agreement (Ultra Petroleum Corp), Warrant Agreement (Ultra Petroleum Corp)

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RESERVATION AND AUTHORIZATION OF COMMON SHARES. The Company covenants thatshall, for subject to the duration of the Exercise Periodfollowing paragraph, the Company will at all times reserve and keep available, from available such number of its authorized and but unissued Common Shares solely for issuance and delivery deliverable upon the exercise of the Warrants and free of preemptive rights, such number of Common Shares and other securities, cash or property as from time will be sufficient to time shall be issuable upon permit the exercise in full of all outstanding Warrants for cash. The Company further covenants that it shall, from time to time, take all steps necessary to increase the authorized number and will cause appropriate evidence of ownership of such Common Shares if at any time to be delivered to the authorized number of Common Shares remaining unissued would otherwise be insufficient to allow Warrant Agent upon its request for delivery of all the Common Shares then deliverable thereof upon the exercise in full of all outstanding the Warrants. The Company covenants that all Common Shares issuable that may be issued upon the exercise of the Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and will be nonassessable, free of restrictions on transfer pre-emptive rights and will be free from all liens taxes, liens, charges and charges in respect security interests created by or through the Company. The shareholders of the issue thereof. The Company shall take all such actions as may be necessary required to ensure that all such Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any U.S. national securities exchange upon which Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). The Company covenants that all Common Shares will, at all times that Warrants are exercisable, be duly approved for listing subject to official notice of issuance on each securities exchange, if any, on which reauthorize and reserve the Common Shares are then listed. The Company covenants that the stock certificates issued to evidence any Common Shares issued Stock purchasable upon exercise of all outstanding Warrants, if any, will comply with . To the Yukon Business Corporations Act and any other extent such reauthorization or reservation is required by applicable law. The , the Company hereby authorizes and directs its current and future transfer agents for the Common Shares at all times to reserve stock certificates for such number of authorized shares, agrees (to the extent aspermitted by applicable law) take any and all actions required, and ifCarrier One, requiredL.L.C. will (to the extent permitted by applicable law) to vote any shares of the Company's Common Stock held by it, to reauthorize and reserve the Common Stock for issuance upon exercise of the Warrants at least 31 days prior to the date such reauthorization would be required under Luxembourg law (a "Reauthorization Date"). In connection with any transfer by Carrier One, L.L.C. of the Company's Common Stock held by it (other than to any Management Investor or pursuant to any public offering), Carrier One, L.L.C. agrees to cause the transferee of such shares of Common Stock to be bound by this paragraph. The Company will supply notify each Holder of Warrants, on the date that is 30 days prior to any Reauthorization Date, if the Common Stock has not been so reauthorized and reserved by such transfer agents with duly executed stock certificates for such purposes, to the extent as, and if, requireddate.

Appears in 2 contracts

Samples: Dollar Warrant Agreement (Carrier1 International S A), Warrant Agreement (Carrier1 International S A)

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