Certain Representations; Reservation and Availability of Shares of Common Stock or Cash Sample Clauses

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) ______ shares of Common Stock, of which _____ shares of Common Stock are issued and outstanding, and _______ shares of Common Stock are reserved for issuance upon exercise of the Warrants, (ii) _______ shares of preferred stock, ______ of which are issued and outstanding and _______ shares of Common Stock are reserved for issuance upon conversion of the Preferred Stock; and (iii) ______ shares of Common Stock are authorized for issuance to employees, consultants and directors pursuant to the Company’s stock plan, under which options to purchase _____ shares are issued and outstanding. There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or deli...

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of August 21, 2023, the authorized capital stock of the Company consists of (i) four hundred million (400,000,000) shares of Common Stock, of which 52,611,024 are issued and outstanding as of August 21, 2023, and 6,998,893 shares of Common Stock are reserved for issuance under Company’s 2014 Stock Option and Incentive Plan, as amended from time to time, dated as of October 13, 2014, and 7,767,460 shares of Common Stock are issuable upon the exercise of outstanding warrants (not including the Warrants) as of August 21, 2023; (ii) 5,359 shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred”), are designated, as of which 2,233 shares of Series A Preferred are issued and outstanding as of August 21, 2023, and 3,601,644 shares of Common Stock are issuable upon the conversion of the Company’s outstanding Series A Preferred; and (iii) 1,297 shares of Series A-2 Convertible Preferred Stock, par value $0.001 per share (“Series A-2 Preferred”), are designated, as of which 922 shares of Series A-2 Preferred are issued and outstanding as of August 21, 2023, and 1,387,309 shares of Common Stock are issuable upon the conversion of the Company’s outstanding Series A-2 Preferred; (iv) 1,733 shares of Series A-3 Convertible Preferred Stock, par value $0.001 per share (“Series A-3 Preferred”), are designated, as of which 603 shares of Series A-3 Preferred are issued and outstanding as of August 21, 2023, and 936,761 shares of Common Sto...

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (b) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (c) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants and Pre-Funded Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 300,000,000 shares of Common Stock, of which the Company has no more than 7,005,367 shares of its Common Stock issued and outstanding or reserved for issuance, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued and

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the Company’s authorized capital stock consists of 150,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, $0.01 par value per share. As of July 23, 2024, there were (i) 1,348,481 shares of Common Stock outstanding and (ii) 131 shares of Series B Preferred Stock outstanding. In addition, as of July 23, 2024, there were: ● 1,756 shares of Common Stock issuable upon the exercise of stock options outstanding;

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants and Pre-Funded Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 300,000,000 shares of Common Stock, of which the Company has no more than 7,005,367 shares of its Common Stock issued and outstanding or reserved for issuance, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued and