Common use of Additional Agreements of the Company Clause in Contracts

Additional Agreements of the Company. The Company covenants and agrees that: (a) The Company shall not, by amendment to its Charter, or through any reorganization, transfer of assets, consolidation, merger, dissolution, liquidation, issuance or sale of Securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the holders of the Warrant Certificates against dilution or other impairment. (b) Before taking any action that would result in an adjustment to the then current Purchase Price to a price that would be below the then current par value of Common Stock issuable upon exercise of any Warrant, the Company will take or cause to be taken any and all necessary corporate or other action that may be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon payment of such Purchase Price as so adjusted. (c) If the Company shall, at any time after the date hereof, issue any Right either (i) entitling the holder of such Right to receive all or any part of dividends paid in cash on the Common Stock, or (ii) containing provisions for an anti-dilution adjustment in the event that the Company shall declare or pay a dividend all or partly in cash, then the Company shall provide prompt written notice of such fact to each holder of Warrants. The Company agrees, upon written request therefor delivered by the holder of any Warrant, at its expense to cause to be prepared, and to enter into, one or more amendments of this Agreement providing for substantially the same cash dividend or anti-dilution adjustment provision as provided for in the instrument or agreement governing such other Right.

Additional Agreements of the Company. The Company covenants and agrees that: (a) The Company shall not, by amendment to its CharterCharter as in effect on the date hereof, or through any reorganization, transfer of assets, consolidation, merger, dissolution, liquidation, issuance or sale of Securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, or which would have the effect of circumventing or avoiding the provisions of this Section 0, but shall at all times in good faith assist in the carrying out of all the provisions of this Section 4 0 and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of the holders of the Warrant Certificates against dilution or other impairment. (b) Before taking any action that would result in an adjustment to the then current Purchase Price to a price that would be below the then current par value of Common Stock issuable upon exercise of any Warrant, the Company will take or cause to be taken any and all necessary corporate or other action that may be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon payment of such Purchase Price as so adjusted. (c) If the Company shallshall amend the provisions of any Rights (other than the Warrants), at any time after including, without limitation, the date hereof, issue any Right either (i) entitling the holder of such Right to receive all Outstanding Warrant or any part of dividends paid in cash on the Common Stockoutstanding stock options, or make any adjustment thereto (iieither in violation of this Section 0 or pursuant to any antidilution provision) containing provisions for an anti-dilution adjustment in so as to reduce the event that Consideration Per Share applicable thereto, increase the Company shall declare number of shares issuable upon exercise thereof or pay a dividend all otherwise change the economic terms (such as the purchase price, exercise price, conversion price or partly in cashconversion ratio) thereof, then the Company shall provide prompt written notice make appropriate adjustment, as nearly as practical to those that would be required by the provisions of Section 0 through Section 0, inclusive, most nearly analogous to the effect of such fact amendment, to each holder the Purchase Price, and, pursuant to Section 0, to the number of shares of Common Stock issuable upon exercise of the Warrants. The Company agrees, upon written request therefor delivered as shall be fair and equitable, such adjustment to be determined by the holder Valuation Agent. (d) In the event that any of the events described in any of Section 0 through Section 0, inclusive, give rise to an adjustment to the purchase, exercise or conversion price or conversion ratio, or number of shares of Common Stock issuable upon conversion or exercise, of any WarrantRights (other than the Warrants), at its expense to cause to be preparedincluding, and to enter intowithout limitation, one the Outstanding Warrant or more amendments of this Agreement providing for substantially any outstanding stock options, then the same cash dividend or anti-dilution adjustment provision as adjustments provided for in Section 0 through Section 0, inclusive, in respect of such event shall give effect both to the instrument or agreement governing event giving rise to such adjustment under this Agreement and to all such adjustments made in respect of such other RightRights; PROVIDED, HOWEVER, that no such adjustment shall duplicate any adjustment required to be made in respect thereof by virtue of the provisions of Section 0.