Common use of Reservation of Preferred Stock Clause in Contracts

Reservation of Preferred Stock. The Preferred Stock issuable upon ------------------------------ exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant 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, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles of Incorporation. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement 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 Preferred Stock; provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

Reservation of Preferred Stock. The Preferred Stock issuable upon ------------------------------ exercise of the Warrantholder's rights hereunder as of the Effective Date has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant 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, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal federal securities laws. The On or prior to the Effective Date, the Company has made available to the Warrantholder true, correct and complete copies of its Articles of IncorporationCharter and current bylaws. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant this Agreement shall be-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 Preferred Stock; provided provided, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The , and no such issuance or delivery shall be made unless and until the person requesting such issuance has paid to the Company will not close its books against the transfer amount of any such tax, or has established to the satisfaction of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the WarrantCompany that such tax has been paid.

Reservation of Preferred Stock. The Preferred Stock issuable upon ------------------------------ exercise of the Warrantholder's rights rights, except with respect to Section 8(e) hereof, has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant 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, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles Charter and Bylaws, as amended, and minutes of Incorporationall Board of Directors (including all committees of the Board of Directors, if any) and Shareholder meetings from March 11, 1993 through April __, 1994. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be-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 Preferred Stock; provided that the . The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

Reservation of Preferred Stock. The Preferred Stock issuable upon ------------------------------ exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant 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, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles of Incorporation. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be-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 Preferred Stock; provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

Reservation of Preferred Stock. The Preferred Stock issuable upon ------------------------------ exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant 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, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities lawslaws and pursuant to the terms of the Second Amended and Restated Stockholder Agreement by and among the Company and certain of its stockholders dated June 10, 1999, as the same may be amended from time to time. The Company has made available to the Warrantholder true, correct and complete copies of its Articles of IncorporationCharter and Bylaws, as amended. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be-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 Preferred Stock; provided that the . The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

Reservation of Preferred Stock. The Company covenants that the ------------------------------ Preferred Stock (and shares of the Company's Common Stock for issuance on conversion of such Preferred Stock) issuable upon ------------------------------ exercise of the Warrantholder's rights has been will be, upon the Effective Date, duly and validly reserved and, when from time to time the Company will take all steps necessary to amend its Certificate of Incorporation (the "Certificate") to provide sufficient reserves of shares of Preferred Stock issuable upon exercise of this Warrant. The Company further covenants that all shares that may be issued in accordance with the provisions of this Warrant 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, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles of IncorporationCertificate and Bylaws, as amended. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be-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 Preferred Stock; provided that the . The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

Reservation of Preferred Stock. The Preferred Stock issuable upon ------------------------------ exercise of the Warrantholder's rights rights, except with respect to Section 8(e) hereof, has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant 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, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles Charter and Bylaws, as amended, and minutes of Incorporationall Board of Directors (including all committees of the Board of Directors, if any) and Shareholder meetings from March 11, 1993 through February 15, 1995. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be-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 Preferred Stock; provided that the . The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

Reservation of Preferred Stock. The Preferred Stock issuable upon ------------------------------ exercise of the Warrantholder's rights rights, except with respect to Section 8(e) hereof, has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant 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, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company company has made available to the Warrantholder true, correct and complete copies of its Articles Charter and Bylaws, as amended, and minutes of Incorporationall Board of Directors (including all committees of the Board of Directors, if any) and Shareholder meetings from March 11, 1993 through April 1994. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be-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 Preferred Stock; provided that the . The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

Reservation of Preferred Stock. The Preferred Stock issuable upon ------------------------------ exercise of the Warrantholder's rights has been shall, prior to March 1, 1996, be duly and validly reserved and, and when issued in accordance with the provisions of this Warrant 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, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles Charter and Bylaws, as amended, and minutes of Incorporationall Board of Directors (including all committees of the Board of Directors, if any) and Shareholder meetings from the date of the Company's inception through N/A , 19__. The issuance of certificates ------------ for shares of Preferred Stock upon exercise Exercise of the Warrant Agreement shall be-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 Preferred Stock; provided that the . The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

Reservation of Preferred Stock. The Preferred Stock issuable upon ------------------------------ exercise of the Warrantholder's rights rights, except with respect to Section e(e) hereof, has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant 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, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles Charter and Bylaws, as amended, and minutes of Incorporationall Board of Directors (including all committees of the Board of Directors, if any) and Shareholder meetings from March 11, 1993 through February 15, 1995. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be-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 Preferred Stock; provided that the . The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

Reservation of Preferred Stock. The Preferred Stock issuable upon ------------------------------ exercise of the Warrantholder's ’s rights hereunder as of the Effective Date has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant 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, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal federal securities laws. The On or prior to the Effective Date, the Company has made available to the Warrantholder true, correct and complete copies of its Articles of IncorporationCharter and current bylaws. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant this Agreement shall be-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 Preferred Stock; provided provided, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The , and no such issuance or delivery shall be made unless and until the person requesting such issuance has paid to the Company will not close its books against the transfer amount of any such tax, or has established to the satisfaction of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the WarrantCompany that such tax has been paid.