Common use of Certain Representations and Agreements Clause in Contracts

Certain Representations and Agreements. The Company represents, covenants and agrees: (a) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued. (b) All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all taxes, liens and charges. The Company further covenants and agrees that during the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved (as unissued or held in treasury) a sufficient number of shares of Common Stock to provide for the exercise in full of this Warrant. The Company will procure, subject to issuance or notice of issuance, the listing of any Warrant Shares issuable upon exercise of this Warrant on the principal stock exchange on which shares of Common Stock are then listed or traded. (c) Subject to Section 5.01 of the Investment Agreement, the Company shall take all such actions as may be necessary to ensure that all Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may be listed at the time of such exercise. (d) The Company shall not amend or modify any provision of the Certificate of Incorporation or the by-laws of the Company in any manner that would materially and adversely affect the powers, preferences or relative participating, optional or other special rights of the Common Stock in a manner which would disproportionately and adversely affect the rights of the Holder.

Certain Representations and Agreements. The Company represents, covenants and agrees: (a) This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued. (b) All Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall will be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company, and free from all taxes, liens and charges. The Company further covenants has allocated and agrees that during the period within which reserved, and for so long as this Warrant may be exercised, is outstanding the Company will at all times have authorized and reserved (continue to reserve, the Company’s capital range under article 4a or the Company’s conditional share capital under article 4c of the Articles of Association in such an amount as unissued or held in treasury) a sufficient is necessary to deliver such number of shares of Common Stock Shares as are required to provide for settle the exercise in full of this Warrant. The Company will procure, subject to issuance or notice of issuance, the listing of any Warrant Shares issuable upon exercise of this Warrant on the principal stock exchange on which shares of Common Stock are then listed or traded. (c) Subject to Section 5.01 of the Investment Agreement, the The Company shall take all such actions as may be necessary to ensure that all Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of the Company’s capital stock may Warrant Shares will be listed at the time of such exerciseupon their issuance. (d) The board of directors of the Company shall will, as long as any Warrants are outstanding, not amend make any proposal to the general meeting of shareholders of the Company regarding the amendment or modify modification of any provision of the Certificate Articles of Incorporation or the by-laws of the Company Association in any manner that would materially and adversely affect the powers, preferences or relative participating, optional or other special rights of the Common Stock Shares in a manner which would disproportionately and adversely affect the rights of the HolderWarrantholder.