General Protection Clause Samples

General Protection. The Corporation will not, by amendment of its Certificate of Incorporation and by-laws or through any reorganization, recapitalization or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder, but will at all times in good faith assist in the carrying out of the provisions hereof and in the taking of all such actions and making the adjustments necessary hereunder.

General Protection. The Company will not by amendment of its By-Laws and/or the its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of its securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be oberserved or performed hereunder, but will at all times in good faith assist in the carrying out of all provisions hereof and in taking of all such actions and making all such adjustments as may be necessary or appropriate in order to protect the rights of the Holder against any impairment.

General Protection. The Company will not by amendment of its Articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of its securities or any other voluntary action, avoid, or seek to avoid, the observance or performance of any of the terms to be observed or performed hereunder, but will at all times in good faith assist in the carrying out of all provisions hereof and in taking of all such actions and making all such adjustments as may be necessary or appropriate in order to protect the rights of the Holder against any impairment.

General Protection. The Company will not, by amendment of its Restated Articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder, but will at all times in good faith assist in the carrying out of all the provisions hereof. The Company agrees and undertakes that at all times it will maintain and reserve such number of authorized but unissued Warrant Shares so that this Warrant may be exercised into Warrant Shares immediately pursuant to its terms.

General Protection. [THESE ARE EXAMPLES ONLY; Customer to insert the correct statements pertaining to their protections]

General Protection. In the exercise of their functions, Employee Representatives shall enjoy the same protection and guarantees as provided for individuals performing similar functions by the national legislation and/or practice in force in their country of employment. Employee Representatives will be given time off with normal salaries or wages as laid down in national implementing legislation in order to perform their duties under this Agreement. Where no national legislation exists relevant provisions of Belgian legislation will apply.

General Protection. (a) A Protected Party shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to the matters the Protected Party reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Profits or Losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid pursuant to Section 4 hereof. (b) To the extent that, at law or in equity, a Protected Party has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Protected Party, a Protected Party acting under this Agreement shall not be liable to the Company, to any other Protected Party or to any third party for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or expand the duties and liabilities of a Protected Party otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Protected Party to the extent permissible under applicable law. (c) Whenever in this Agreement a Protected Party is permitted or required to make a decision (i) in its “discretion” or under a grant of similar authority or latitude, the Protected Party shall be entitled to consider such interests and factors as it desires including its own interests and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (ii) in its “good faith” or under another express standard, the Protected Party shall act under such express standard and shall not be subjected to any other or different standard imposed in this Agreement or other applicable law; provided, however, that notwithstanding the foregoing, in the case of a Manager’s conduct, the express standards set forth in this Section 7.2(c) shall be governed by Section 6.1(i) hereof.