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: (i) the Class A Warrants and Class B Warrants, upon delivery by CSC to Noteholder in exchange for receipt by CSC from Noteholder of the Original Note, shall constitute true and valid obligations of CSC in accordance with the terms of the Class A Warrant Certificate and Class B Warrant Certificate, respectively, (ii) the Class A Warrant Shares, upon issuance in accordance with the terms and conditions of the Class A Warrant Certificate, shall be duly authorized, validly issued, fully paid for and non-assessable; (iii) the Class B Warrant Shares, upon issuance in accordance with the terms and conditions of the Class B Warrant Certificate, shall be duly authorized, validly issued, fully paid for and non-assessable; (iv) CSC has duly reserved for issuance upon proper exercise of the Class A Warrants 1 million Class A Warrant Shares; and (v) CSC has duly reserved for issuance upon proper exercise of the Class B Warrants 1 million Class B Warrant Shares.
Appears in 1 contract
Sources: Promissory Note Exchange Agreement (Compliance Systems Corp)
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:
(i) the Class A Warrants and Class B Warrants, upon delivery by CSC to Noteholder in exchange for receipt by CSC from Noteholder of the Original Note, shall constitute true and valid obligations of CSC in accordance with the terms of the Class A Warrant Certificate and Class B Warrant Certificate, respectively,
(ii) the Class A Warrant Shares, upon issuance in accordance with the terms and conditions of the Class A Warrant Certificate, shall be duly authorized, validly issued, fully paid for and non-assessable;
(iii) the Class B Warrant Shares, upon issuance in accordance with the terms and conditions of the Class B Warrant Certificate, shall be duly authorized, validly issued, fully paid for and non-assessable;
(iv) CSC has duly reserved for issuance upon proper exercise of the Class A Warrants 1 3 million Class A Warrant Shares; and
(v) CSC has duly reserved for issuance upon proper exercise of the Class B Warrants 1 3 million Class B Warrant Shares.
Appears in 1 contract
Sources: Promissory Note Exchange Agreement (Compliance Systems Corp)