Common use of Certain Obligations of the Company Clause in Contracts

Certain Obligations of the Company. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant Agreement or the Warrant Certificate, but will at all times in good faith assist in the carrying out of all such terms. Without limiting the generality of the foregoing, the Company (a) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of all Warrants from time to time outstanding, and (b) will not (i) transfer all or substantially all of its properties and assets to any other person or entity, (ii) consolidate with or merge into any other entity where the Company is not the surviving entity, or (iii) permit any other entity to consolidate with or merge into the Company where the Company is the surviving entity, where in connection with such consolidation or merger, the Common Stock then issuable upon the exercise of the Warrant shall be changed into or exchanged for shares or other securities or property of any other entity unless, in any such case, the other entity acquiring such properties and assets, continuing or surviving after such consolidation or merger or issuing or distributing such shares or other securities or property, as the case may be, shall expressly assume in writing and be bound by all the terms of this Warrant Agreement and the Warrant Certificates.

Certain Obligations of the Company. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant Agreement or the Warrant Certificate, but will at all times in good faith assist in the carrying out of all such terms. Without limiting the generality of the foregoing, the Company (a) will a)shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of all Warrants from time to time outstanding, and (b) will b)will not (i) transfer all or substantially all of its properties and assets to any other person or entity, (ii) consolidate with or merge into any other entity where the Company is not the surviving entity, or (iii) permit any other entity to consolidate with or merge into the Company Company, where the Company is not the surviving entity, where in connection with such consolidation or merger, the Common Stock then issuable upon the exercise of the Warrant shall be changed into or exchanged for shares or other securities or property of any other entity unless, in any such case, the other entity acquiring such properties and assets, continuing or surviving after such consolidation or merger or issuing or distributing such shares or other securities or property, as the case may be, shall expressly assume in writing and be bound by all the terms of this Warrant Agreement and the Warrant Certificates.