Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to the entering by DSW into, any transaction.
Appears in 6 contracts
Samples: Common Stock Purchase Warrant (Retail Ventures Inc), Warrant Agreement (Schottenstein RVI LLC), Common Stock Purchase Warrant (Retail Ventures Inc)
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 3) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (PMC International Inc), Common Stock Purchase Warrant (PMC International Inc), Common Stock Purchase Warrant (PMC International Inc)
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 hereof unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (ab) the obligations of the Company under this Warrant (and if the Company shall survive the consummation consum mation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (bc) the obligations obliga tions of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (cd) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly deliv ered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including without limitation all of the provisions of this Section 4 3) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Picower Jeffry M), Stock Purchase Agreement (Picower Jeffry M), Stock Purchase Agreement (Physician Computer Network Inc /Nj)
Assumption of Obligations. Notwithstanding anything contained in this Warrant Agreement or in the Financing Agreement Plan to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 5.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver issue any stock, securities, cash stock or property other securities upon the exercise of this a Warrant as provided herein shall assumeassume or agree, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this such Warrant, (a) the obligations of the Company under this such Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this such Warrant), (b) to the obligations extent that the stock or other securities of a Person (other than the Company Company) described in Section 5.1 for which the Warrant would be exercisable do not constitute freely tradeable securities, to immediately register such securities under the Registration Rights Agreement Securities Act or the obligations of DSW provide holders with demand and other customary registration rights under the DSW Registration Rights AgreementSecurities Act with respect to such securities, and (c) the obligation of the Company to deliver to the Holder holder such shares of stock, securities, cash stock or property other securities as, in accordance with the foregoing provisions of this Section 45, the Holder holder may be entitled to receive, which shares of stock or other securities shall be, when issued, duly authorized, validly issued, fully paid and nonassessable. Unless expressly stated herein, nothing Nothing in this Section 4 5 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionPlan.
Appears in 3 contracts
Samples: Warrant Agreement (Ap Wheels LLC), Warrant Agreement (Hayes Lemmerz International Inc), Warrant Agreement (Hayes Lemmerz International Inc)
Assumption of Obligations. Notwithstanding anything contained in this the Warrant or in the Financing Term Loan Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the such Holder may be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionTerm Loan Agreement.
Appears in 3 contracts
Samples: Ownership Interest Purchase Warrant (Diversified Food Group Inc), Ownership Interest Purchase Warrant (Diversified Food Group Inc), Warrant (Diversified Food Group Inc)
Assumption of Obligations. Notwithstanding anything contained in this ------------------------- the Warrant or in the Financing Agreement Indenture to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of - the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares - of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the such Holder may be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionIndenture.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Polyphase Corp), Common Stock Purchase Warrant (Polyphase Corp), Common Stock Purchase Warrant (Polyphase Corp)
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Loan Agreement to the contrary, the Company Corporation shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Corporation) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company Corporation under this Warrant (and if the Company Corporation shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company Corporation from, any continuing obligations of the Company, Corporation under this Warrant), (b) the obligations of the Company Corporation under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receivereceive and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 shall be deemed to authorize the Company Corporation to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionLoan Agreement.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (General Datacomm Industries Inc), Common Stock Purchase Warrant (General Datacomm Industries Inc)
Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Credit Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionCredit Agreement.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Banque Paribas), Common Stock Purchase Warrant (Banque Paribas)
Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Agreement to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, to the Holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receivereceive and such Person shall have similarly delivered to the Holder an opinion of counsel for such person, which counsel shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4) shall be applicable to the stock, securities, cash or property which such person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant thereto. Unless expressly stated herein, nothing Nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionFinancing Agreement.
Appears in 2 contracts
Samples: Warrant Agreement (Atp Oil & Gas Corp), Warrant Agreement (Atp Oil & Gas Corp)
Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Loan Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 hereof unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including without limitation all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionLoan Agreement.
Appears in 2 contracts
Samples: Warrant Agreement (Symmetry Medical Inc.), Common Stock Purchase Warrant (Symmetry Medical Inc.)
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses subdivisions (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stockcash, securities, cash stock or other securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stockholder such cash, securities, cash stock or other securities or other property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of section 2 and this section 3) shall be applicable to the cash, stock or other securities or other property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 or in section 7 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionPurchase Agreement.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (General Housing Inc), Common Stock Purchase Warrant (General Housing Inc)
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s 's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to the entering by DSW into, any transaction.
Appears in 2 contracts
Samples: Warrant Agreement (DSW Inc.), Warrant Agreement (Retail Ventures Inc)
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (ai) through (div) of Section 4.1 and Section 4.2, respectively, 8.4 unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder Holders of this Warrantthe Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), Agreement and the Warrants) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such Holders such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 48, the Holder such Holders may be entitled to receive. Unless expressly stated herein, nothing and such person shall have similarly delivered to such Holders an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holders, stating that this Agreement and the Warrants shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 8) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such person may be required to deliver upon any transactionexercise of the Warrants or the exercise of any rights pursuant hereto.
Appears in 2 contracts
Samples: Warrant Agreement (Netradio Corp), Warrant Agreement (Net Radio Corp)
Assumption of Obligations. Notwithstanding anything contained in this Warrant ------------------------- the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionPurchase Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Information Management Associates Inc)
Assumption of Obligations. Notwithstanding anything contained in this Warrant ------------------------- the Warrants or in the Financing Subscription Agreement to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receivereceive and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionSubscription Agreement.
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, any of the transactions described in clauses (a) through consolidate with or merge into any other Person if the Company is not the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company even though the Company shall be the continuing or surviving Person if, in connection with such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or asset to any other Person, or (d) effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Warrant Price is provided in Section 2.2 or 2.3) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, 190 securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (ai) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (cii) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder as such holder may be entitled to receive. Unless expressly stated herein, nothing Nothing in this Section 4 Article III shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionLoan Agreement (as defined in the Warrant Purchase Agreement).
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (de) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be deemed reasonably satisfactory to authorize such holder, stating that this Warrant shall thereafter continue in full force and effect and the Company to enter intoterms hereof (including, or to consent without limitation, all of the provisions of this section 3) shall be applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Transaction Systems Architects Inc)
Assumption of Obligations. Notwithstanding anything contained in this ------------------------- Warrant or in the Financing Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 2.4 hereof unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, assume (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 42.4, the Holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including without limitation all of the provisions of this Section 4 2) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.
Appears in 1 contract
Samples: Warrant Agreement (Weeks Corp)
Assumption of Obligations. Notwithstanding Except as provided in Section 4.2 hereof and notwithstanding anything contained in this Warrant the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Purchase Agreement and the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, (if applicable) and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receivereceive and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of Sections 4.1, 4.3 and 4.4) shall be applicable to the Securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionPurchase Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Applied Digital Solutions Inc)
Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and 3.1 hereof (other than a transaction prior to a Qualified Public Offering that qualifies as an Approved Sale, which is governed by Section 4.2, respectively, 3.3 below) unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or and the obligations of DSW under the DSW Registration Rights Agreement, Stockholders Agreement and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including without limitation all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionPurchase Agreement.
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant ------------------------- the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably Satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionPurchase Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Information Management Associates Inc)
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Credit Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), which Company) that may be required to deliver any stockcash, securities, cash Equity Securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stockcash, securities, cash Equity Securities or other property as, in accordance with the foregoing provisions of this Section 43, the Holder may be entitled to receive, and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including all of the provisions of this Section 3) shall be applicable to the cash, Equity Securities or other property that such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company to enter into, into any transaction requiring the consent of the Purchaser or to consent to the entering by DSW into, any transactionof its Affiliates (or any other Holder) in any Transaction Document.
Appears in 1 contract
Samples: Purchase Warrant for Common Shares (Meridian Waste Solutions, Inc.)
Assumption of Obligations. Notwithstanding anything contained in this the Warrant or in the Financing Management and Consulting Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the such Holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 3) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto. .
Appears in 1 contract
Samples: Management and Consulting Agreement (Rsi Systems Inc/Mn)
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses clauses
(a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 3) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Bedford Capital Financial Corp)
Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 hereof unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including without limitation all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company to enter into, into any transaction not otherwise permitted by the provisions of Section 9 hereof or to consent to by the entering by DSW into, any transactionterms of the Purchase Agreement.
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Note Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described Change in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, Control Event unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stockcash, securities, cash stock or other securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder Requisite Holders of this Warrantthe Warrants, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stockholder such cash, securities, cash stock or other securities or other property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of section 2 and this section 3) shall be applicable to the cash, stock or other securities or other property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 or in section 7 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionNote Agreement.
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be deemed reasonably satisfactory to authorize such holder, stating that this Warrant shall thereafter continue in full force and effect and the Company to enter intoterms hereof (including, or to consent without limitation, all of the provisions of this section 3) shall be applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Wand Nestor Investments L P Et Al)
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the The Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 hereof unless, at or prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares of stockbeneficial interest, securities, cash or property as, as such Holder may be entitled to receive in accordance with the foregoing provisions of this Section 43, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the Holder terms hereof (including, without limitation, all of the provisions of this Section 3) shall be applicable to the beneficial interest, securities, cash or property which such Person may be entitled required to receivedeliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated hereinNotwithstanding the forgoing, nothing in this Section 4 3.2 shall be deemed to authorize not restrict the Company to enter intofrom consummating a Change of Control, or to consent to the entering as contemplated by DSW into, any transactionSection 12.
Appears in 1 contract
Samples: Securities Purchase Agreement (RAIT Financial Trust)
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in ------------------------- the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (ai) through (div) of Section 4.1 and Section 4.2, respectively, 8.4 unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder Holders of this Warrantthe Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), Agreement and the Warrants) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such Holders such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 48, the Holder such Holders may be entitled to receive. Unless expressly stated herein, nothing and such person shall have similarly delivered to such Holders an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holders, stating that this Agreement and the Warrants shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 8) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such person may be required to deliver upon any transactionexercise of the Warrants or the exercise of any rights pursuant hereto.
Appears in 1 contract
Assumption of Obligations. If any of the transactions described in Section 3.1 are consummated, the holder of this Warrant shall be entitled to receive, following such transaction, the Common Shares or Other Securities that such holder would have been entitled to receive had such holder exercised such Warrant immediately prior to the effective time of such transaction. If the transaction described in Section 3.1 provides that a holder of Common Shares may elect to receive different forms of consideration, the holder shall, by notice to the Company, be entitled to elect the type of consideration to be received and, if the holder fails to make such election, the Company may make such election acting in good faith. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stockshares, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stockholder such shares, securities, cash or property as, in accordance with the foregoing provisions of this Section 4Article III, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to the entering by DSW into, any transaction.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pease Oil & Gas Co /Co/)
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (aA) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (bB) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (cC) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 3) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Bedford Capital Financial Corp)
Assumption of Obligations. Notwithstanding anything contained in this ------------------------- the Warrant or in the Financing Agreement Indenture to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the such Holder may be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionIndenture.
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses subdivisions (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stockcash, securities, cash stock or other securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall 11 be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stockholder such cash, securities, cash stock or other securities or other property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of section 2 and this section 3) shall be applicable to the cash, stock or other securities or other property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 or in section 7 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionPurchase Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Dixon Ticonderoga Co)
Assumption of Obligations. Notwithstanding anything contained in this the Warrant or in the Financing Marketing Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the such Holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 3) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto. .
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (ai) through (dv) of Section 4.1 and Section 4.2, respectively, 6.4 unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), which Company) that may be required to deliver any stock, securities, cash cash, rights, or other property upon the exercise of this Warrant the Warrants as provided herein shall assume, by written instrument delivered to, to and reasonably satisfactory to, to the Holder Holders of this Warrantthe Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), Agreement and the Warrants) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of Holders such stock, securities, cash cash, rights, or property as, in accordance with the foregoing provisions of this Section 46, the Holder such Holders may be entitled to receive. Unless expressly stated herein, nothing and such person shall have similarly delivered to such Holders an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holders, stating that this Agreement and the Warrants shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 6) shall be deemed applicable to authorize the Company to enter intostock, securities, cash, rights, or property that such person may be required to consent to deliver upon any exercise of the entering by DSW into, Warrants or the exercise of any transactionrights pursuant hereto.
Appears in 1 contract
Samples: Warrant Agreement (Consumer Portfolio Services Inc)
Assumption of Obligations. Notwithstanding anything contained ------------------------- in this the Warrant or in the Financing Term Loan Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) - the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW - Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder - such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the such Holder may be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionTerm Loan Agreement.
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Loan Agreement to the contrary, the Company shall Holdings will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 hereof unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Holdings) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company Holdings under this Warrant (and if the Company Holdings shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company Holdings from, any continuing obligations of the Company, Holdings under this Warrant), and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including without limitation all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company Holdings to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionLoan Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Ramsay Managed Care Inc)
Assumption of Obligations. Notwithstanding anything contained in this Warrant ------------------------- the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transaction.Purchase Agreement
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Information Management Associates Inc)
Assumption of Obligations. Notwithstanding anything contained ------------------------- in this Warrant the Warrants or in the Financing Credit Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the - Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver - to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionCredit Agreement.
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, any of the transactions described in clauses (a) through consolidate with or merge into any other Person if the Company is not the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company even though the Company shall be the continuing or surviving Person if, in connection with such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or asset to any other Person, or (d) effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Warrant Price is provided in Section 2.2 or 2.3) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, 210 securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (ai) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (cii) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder as such holder may be entitled to receive. Unless expressly stated herein, nothing Nothing in this Section 4 Article III shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionLoan Agreement (as defined in the Warrant Purchase Agreement).
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement ------------------------- Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holders of this Warrantat least a majority of the shares of Common Stock issuable upon exercise of all the then outstanding Warrants, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be deemed to authorize the Company to enter into, or to consent reasonably satisfactory to the entering by DSW intoholders of at least a majority of the shares of Common Stock issuable upon exercise of all the then outstanding Warrants, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to the entering by DSW into, any transaction.and
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (ai) through (div) of Section 4.1 and Section 4.2, respectively, 8.4 unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stockshares, securities, cash or property upon the exercise of this Warrant the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder Holders of this Warrantthe Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), Agreement and the Warrants) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stockHolders such shares, securities, cash or property as, in accordance with the foregoing provisions of this Section 48, the Holder such Holders may be entitled to receive. Unless expressly stated herein, nothing and such person shall have similarly delivered to such Holders an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holders, stating that this Agreement and the Warrants shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 8) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intoshares, securities, cash or property which such person may be required to deliver upon any transactionexercise of the Warrants or the exercise of any rights pursuant hereto.
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Loan Agreement to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and in form and substance reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receivereceive and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to the Holder, stating that each of this Warrant and the Registration Agreement shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionLoan Agreement.
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company Corporation shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Corporation) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company Corporation under this Warrant (and if the Company Corporation shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company Corporation from, any continuing obligations of the Company, Corporation under this Warrant), (b) the obligations of the Company Corporation under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receivereceive and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 shall be deemed to authorize the Company Corporation to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionFinancing Agreement.
Appears in 1 contract
Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, any of the transactions described in clauses (a) through consolidate with or merge into any other Person if the Company is not the continuing or surviving corporation of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Company even though the Company shall be the continuing or surviving Person if, in connection with such consolidation or merger, the Common Stock or Other Securities shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or asset to any other Person, or (d) effect a capital reorganization or reclassification of the Common Stock or Other Securities (other than a capital reorganization or reclassification resulting in the issue of Additional Shares of Common Stock for which adjustment in the Warrant Price is provided in Section 2.2 or 2.3) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, 230 securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (ai) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (cii) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder as such holder may be entitled to receive. Unless expressly stated herein, nothing Nothing in this Section 4 Article III shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionLoan Agreement (as defined in the Warrant Purchase Agreement).
Appears in 1 contract
