Reservation of Capital Stock. The Common Stock issuable upon exercise of this Warrant is, and, if applicable, the Preferred Stock is or will be, as the case may be, upon exercise of the Warrantholder’s rights, duly and validly reserved and, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, that the Capital Stock issuable pursuant to this Agreement may be subject to restrictions on transfer under state and/or federal securities laws and pursuant to any agreements, including the Stockholder Agreements (as defined below), that the Warrantholder may become a party to in connection with such exercise. The Company has made available to the Warrantholder true, correct and complete copies of that certain Eleventh Amended and Restated Investors’ Rights Agreement by and among the Company and the other parties thereto, as amended (the “Rights Agreement”), that certain Tenth Amended and Restated Voting, Right of First Refusal and Co-Sale Agreement by and among the Company and the other parties thereto, as amended (the “ROFR Agreement” and together with the Rights Agreement, the “Stockholder Agreements”), its Charter and current bylaws. The issuance of certificates for shares of Capital Stock upon exercise of this Warrant shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Capital Stock; provided, that the Company shall not be required to pay any tax which may be payable in respect of any transfer and the issuance and delivery of any certificate in a name other than that of the Warrantholder.
Appears in 5 contracts
Samples: Credit Agreement (Intuity Medical, Inc.), Warrant Agreement (Intuity Medical, Inc.), Warrant Agreement (Intuity Medical, Inc.)
