Common use of Common Stock to be Issued Clause in Contracts

Common Stock to be Issued. Upon the exercise of any vested Warrants and upon receipt by the Company of a facsimile or original of Warrantholder's signed Election to Exercise Warrant (See Exhibit 1), Company shall instruct its transfer agent to issue stock certificates, subject to the restrictive legend set forth below, in the name of Warrantholder (or its nominee) and in such denominations to be specified by Warrantholder representing the number of shares of Common Stock issuable upon such exercise, as applicable. Company warrants that no instructions, other than these instructions, have been given or will be given to the transfer agent and that the Common Stock shall otherwise be freely transferable on the books and records of the Company. It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the certificates of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person in whose name the certificates of Common Stock is to be registered shall be treated as a shareholder of record on and after the exercise date. Upon surrender of any Warrant that is to be converted in part, the Company shall issue to the Warrantholder a new Warrant equal to the unconverted amount, if so requested by Purchaser: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO REGISTRATION UNDER OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Common Stock to be Issued. Upon (a) The Corporation shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the exercise purpose of any vested Warrants and issuance upon receipt by the Company of a facsimile or original of Warrantholder's signed Election to Exercise Warrant (See Exhibit 1)an Exchange, Company shall instruct its transfer agent to issue stock certificates, subject to the restrictive legend set forth below, in the name of Warrantholder (or its nominee) and in such denominations to be specified by Warrantholder representing the number of shares of Common Stock issuable as shall be deliverable upon any such exerciseExchange; provided, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the Exchange of the Class B Units by delivery of shares of Common Stock which are held in the treasury of the Corporation or are held by the Company or any of their subsidiaries or by delivery of purchased shares of Common Stock (which may or may not be held in the treasury of the Corporation or held by any subsidiary thereof). The Corporation and the Company covenant that all Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable. (b) The Corporation and the Company shall at all times ensure that the execution and delivery of this Agreement by each of the Corporation and the Company and the consummation by each of the Corporation and the Company of the transactions contemplated hereby (including without limitation, the issuance of the Common Stock) have been duly authorized by all necessary corporate or limited liability company action, as applicable. Company warrants the case may be, on the part of the Corporation and the Company, including, but not limited to, all actions necessary to ensure that no instructionsthe acquisition of shares of Common Stock pursuant to the transactions contemplated hereby, to the fullest extent of the Corporation’s board of directors’ power and authority and to the extent permitted by law, shall not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other than these instructions, form of anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the transactions contemplated hereby. (c) The Corporation agrees that shares of Common Stock to be issued and delivered in connection with an Exchange shall have been given registered under the Securities Act. In the event that any Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or will be given otherwise is unavailable, the Corporation and the Company shall promptly take all actions necessary to the transfer agent and that register the Common Stock shall otherwise to be freely transferable on delivered in connection with the books and records of Exchange under the Company. It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the certificates of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so requiredSecurities Act. The person in whose name the certificates of Common Stock is to be registered shall be treated as a shareholder of record on Corporation and after the exercise date. Upon surrender of any Warrant that is to be converted in part, the Company shall issue list the Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the Warrantholder a new Warrant equal to outstanding Common Stock may be listed or traded at the unconverted amount, if so requested by Purchaser: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO REGISTRATION UNDER OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACTtime of such delivery.

Common Stock to be Issued. Upon the exercise of any vested Warrants Option and upon receipt by the Company of a facsimile or original of WarrantholderOptionee's duly filled in and signed Election to Exercise Warrant (See Exhibit 1A), Company shall instruct its transfer agent to issue stock certificates, subject to the restrictive legend set forth below, in the name of Warrantholder Optionee (or its nominee) and in such denominations to be specified by Warrantholder Optionee representing the number of shares of Common Stock issuable upon such exercise, as applicable. Company warrants that no instructions, other than these instructions, have been given or will be given to the transfer agent and that the Common Stock shall otherwise be freely transferable on the books and records of the Company. It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the certificates certificate of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person in whose name the certificates certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the exercise date. Upon surrender of any Warrant Option that is to be converted in part, the Company shall issue to the Warrantholder Optionee a new Warrant Option equal to the unconverted amount, if so requested by PurchaserOptionee. Certificates representing Common Stock issued upon exercise of this Option will contain the following legend, if required by law: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO REGISTRATION UNDER OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.