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 or, in the case of Preferred Stock issuable in the Next Equity Round, will be, 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 Preferred Stock issuable pursuant to this 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 Charter and current bylaws. The issuance of certificates for shares of Preferred Stock upon exercise of this 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 and the issuance and delivery of any certificate in a name other than that of the Warrantholder.

Appears in 1 contract

Samples: Warrant Agreement (Dance Biopharm, Inc.)

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Reservation of Preferred Stock. The Preferred Stock issuable upon ------------------------------ exercise of the Warrantholder’s 's rights has been or, in and the case Company's Certificate of Preferred Stock issuable in the Next Equity Round, Incorporation will be, be 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 will be subject to restrictions on transfer under state and/or federal Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Charter and current bylawsBylaws, as amended. The issuance of certificates for shares of Preferred Stock upon exercise of this 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 . 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.

Appears in 1 contract

Samples: Warrant Agreement (Chemdex Corp)

Reservation of Preferred Stock. The From and after April 1, 2013, the Preferred Stock issuable upon exercise of the Warrantholder’s rights has been orWarrant, in when first determined or determinable under the case definition of Preferred Stock issuable in the Next Equity RoundSection 1(a), will be, be 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 Preferred Stock issuable pursuant to this 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 Charter and current bylaws. The issuance of certificates for shares of Preferred Stock upon exercise of this 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 and the issuance and delivery of any certificate in a name other than that of the Warrantholder.

Appears in 1 contract

Samples: Warrant Agreement (Omthera Pharmaceuticals, Inc.)

Reservation of Preferred Stock. The Series D Preferred Stock or Next Round Stock, if issued, issuable upon exercise of the Warrantholder’s rights has been or, in the case of Preferred Stock issuable in the Next Equity Round, will be, 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 Series D Preferred Stock or Next Round Stock, if issued, issuable pursuant to this 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 Charter and current bylaws. The issuance of certificates for shares of Preferred Stock upon exercise of this 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 and the issuance and delivery of any certificate in a name other than that of the Warrantholder.

Appears in 1 contract

Samples: Warrant Agreement (Trulia, Inc.)

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Reservation of Preferred Stock. The Subject to Section 1, the Preferred ------------------------------ Stock issuable upon exercise of the Warrantholder’s 's rights has been or, in the case of Preferred Stock issuable in the Next Equity Round, will be, be duty authorized and 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 Company has made available to the Warrantholder true, correct and complete copies of its Charter and current bylawsBylaws, as amended. The issuance of certificates for shares of Preferred Stock upon exercise of this 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 . 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.

Appears in 1 contract

Samples: Warrant Agreement (Homegrocer Com Inc)

Reservation of Preferred Stock. The Subject to Section 1, the Preferred ------------------------------ Stock issuable upon exercise of the Warrantholder’s 's rights has been or, in the case of Preferred Stock issuable in the Next Equity Round, will be, be duly authorized and 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 Company has made available to the Warrantholder true, correct and complete copies of its Charter and current bylawsBylaws, as amended. The issuance of certificates for shares of Preferred Stock upon exercise of this 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 . 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.

Appears in 1 contract

Samples: Warrant Agreement (Homegrocer Com Inc)

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