Warrants and Warrant Shares. The Warrant Holder consents to the Company making a notation on its records or giving instructions to the transfer agent of the Company in order to implement the restrictions on transfer of the Class A Warrants and Warrant Shares set forth in this Section 12.
Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Warrants and Warrant Shares. (a) The Warrants will be acquired for IBM’s own account for investment purposes and not with a view to any offering or distribution within the meaning of the Securities Act and any applicable state securities laws. IBM has no present intention of selling or otherwise disposing of the Warrants or the Warrant Shares in violation of such laws.
Warrants and Warrant Shares. The Warrants (including any Warrants issued pursuant to Section 1.4) have been duly authorized and, when executed and delivered as contemplated hereby, will constitute a valid and legally binding obligation of the Company in accordance with their terms, and the shares of Common Stock issuable upon exercise of the Warrants (including Warrants issuable pursuant to Section 1.4) (the “Warrant Shares”) have been duly authorized and reserved for issuance upon exercise of the Warrants and when issued will be duly and validly issued, fully paid and non-assessable.
Warrants and Warrant Shares. The Class A Warrants, Class B Warrants, Class A Warrant Shares and Class B Warrant Shares have been duly authorized by CSC and:
Warrants and Warrant Shares. The Warrants, when issued pursuant to the terms of this Agreement, will be duly authorized, validly issued and outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions, except as set forth in Section 5 hereof.
Warrants and Warrant Shares. Investor may exercise its right to purchase shares of the Common Stock, pursuant to the Warrants, on the terms and conditions set forth in this section (the “Warrant Shares”).
Warrants and Warrant Shares. All Warrants issued pursuant to this Agreement will, when issued, (i) have been duly created and authorized and validly issued as fully paid securities in the capital of Buyer Parent, free of any Encumbrance, right of first refusal, pre-emptive right, subscription right or other similar right with respect thereto, other than under any applicable Legal Requirements; and (ii) freely tradeable after the expiry of applicable hold periods and compliance with resale restrictions and conditions under the applicable Legal Requirements. All Warrant Shares issuable upon the exercise of the Warrants, (i) have been duly authorized and when issued upon the exercise of the Warrants will be validly issued as fully paid and non-assessable securities in the capital of Buyer Parent, free of any Encumbrance, right of first refusal, pre-emptive right, subscription right or other similar right with respect thereto, other than under any applicable Legal Requirements; and (ii) be freely tradeable after the expiry of applicable hold periods and compliance with resale restrictions and conditions under the applicable Legal Requirements. The certificate representing the Warrants will be in proper form under the laws of British Columbia and comply in all material respects with the requirements of the TSX and the NYSE MKT and will not conflict with the constating documents of Buyer Parent or the laws of British Columbia.
Warrants and Warrant Shares. (i) The Warrants have been duly authorized by all necessary corporate action on the part of Guarantor and have been duly executed and delivered by it. The Warrants constitute the valid and legally binding obligations of Guarantor, enforceable against it in accordance with its terms, except that (i) enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting the rights of creditors generally and (ii) enforcement is subject to the effect of general principles of equity, whether applied by a court of law or equity.
Warrants and Warrant Shares. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of a majority of the Registrable Securities being sold by such Holders pursuant to such Registration Statement; provided, however, that the provisions of this -------- ------- sentence may not be amended, modified or supplemented except in accordance with the provisions of the immediately preceding sentence. Notwithstanding the foregoing, no amendment, modification, supplement, waiver or consent with respect to Section 5 shall be made or given otherwise than with the prior written consent of each Holder or former Holder affected thereby.
