No Dilution or Impairment; No Changes in Capital Stock. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, 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 of the Stock Purchase Agreements, the Series 1 Waiver, the Series 2 Certificate of Designations, the Registration Rights Agreement, the Registration Rights Amendment, the Stockholders' Agreement or the Stockholders' Agreement Amendment. The Company will at all times in good faith assist in the carrying out of all such terms, and in the taking of all such action, as may be necessary or appropriate in order to protect the rights of the holders of Shares (as such rights are set forth in the Stock Purchase Agreements, Series 1 Waiver, the Series 2 Certificate of Designations, the Registration Rights Agreement, the Registration Rights Agreement Amendment, the Stockholders' Agreement and the Stockholders' Agreement Amendment) against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not issue any shares or class or series of equity or equity-linked security, which is senior to, or pari passu with, the Series 2 Convertible Preferred Stock as to dividend payments or amounts payable in the event of liquidation or winding up of the Company, (b) will not enter into any agreement or instrument which would restrict or otherwise materially adversely affect the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or the Series 2 Certificate of Designations, (c) will not amend its certificate of incorporation or by-laws in any manner which would impair or reduce the rights of the Preferred Stock, including, without limitation, an amendment which would alter or change the powers, privileges or preferences of the holders of the Series 2 Convertible Preferred Stock (including, without limitation, changing the Series 2 Certificate of Designations after any Shares have been called for redemption), (d) except as otherwise provided in the Series 2 Certificate of Designations or in accordance with Section 6(a) of the Series 1 Certificate of Designations, as in effect on the date hereof, will not redeem, repurchase or otherwise acquire any shares of capital ...
No Dilution or Impairment; No Changes in Capital Stock. Without the prior written consent of the holders of a majority of the total outstanding shares of Series E-1 Preferred Stock and Series E-2 Preferred Stock combined, the Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, liquidation, sale, lease, pledge or other transfer of assets, 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 of the Stock Purchase Agreement, this Certificate of Designation or the Shareholders' Rights Agreement; provided, however, that the issuance of any of the following will not be considered to violate this Section 4(b): (A) Common Stock issued for consideration amounting to less than $100,000 in any single transaction, provided that the aggregate amount of all such transactions shall not exceed $500,000; (B) Common Stock to be issued upon conversion of the Company's preferred stock or other Convertible Securities; (C) the Company's Series D Convertible Preferred Stock to be issued upon conversion of the HP Convertible Note; (D) except as provided in Section 4(c), Capital Stock to be issued under any Stock Incentive Plan; (E) Capital Stock to be issued to holders of any other Convertible Securities existing as of the date of filing hereof upon conversion of all or any portion of such Convertible Securities; or (F) Series E-1 Preferred Stock and Series E-2 Preferred Stock issued during the Series E Initial Funding Period for total consideration amounting to not more than $2,000,000 to a shareholder of the Company (and/or such shareholder's Affiliates) existing as of the date of filing hereof. The Company will at all times in good faith assist in the carrying out of all such terms, and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of shares of Series E-1 Preferred Stock (as such rights are set forth in the Stock Purchase Agreement, this Certificate of Designations and the Shareholders' Rights Agreement), against any dilution or other impairment. Without limiting the generality of the foregoing, without the prior written consent of the holders of a majority of the total outstanding shares of Series E-1 Preferred Stock and Series E-2 Preferred Stock combined, the Company, whether by merger, consolidation or otherwise, (i) will not authorize, create or issue any shares or class or series of equity or equity-l...
No Dilution or Impairment; No Changes in Capital Stock. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, 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 of the Share and Warrant Purchase Agreements or the Warrant Certificates. Without limiting the generality of the foregoing, the Company (a) will not permit the par value or the determined or stated value of any shares of the Common Stock receivable upon the exercise of the Warrants to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of the Common Stock free from all taxes, Liens and charges with respect to the issue thereof, upon the exercise of the Warrants from time to time outstanding and (c) will not take any action which results in any adjustment of the current exercise price under the Warrant Certificates if the total number of shares of the Common Stock (or other securities) issuable after the action upon the exercise of all of the then outstanding Warrants would exceed the total number of shares of the Common Stock (or other securities) then authorized by the Company's certificate of incorporation and available for the purpose of issuance upon such exercise.
No Dilution or Impairment; No Changes in Capital Stock. UHC (a) will not permit the par value or the determined or stated value of any shares of Common Stock receivable upon the exercise of the Warrants to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that UHC validly and legally issue fully paid and nonassessable shares of its Common Stock free from all taxes, Liens and charges with respect to the issue thereof, (c) will not take any action which results in any adjustment of the exercise price under the Warrants if the total number of shares of UHC's Common Stock (or other securities), issuable after the action upon the exercise of all of the then outstanding Warrants would exceed the total number of shares of Common Stock (or other securities) then authorized by UHC's certificate of incorporation and available for the purpose of issuance upon such exercise and (d) will not have any authorized Common Stock or securities convertible into or exchangeable for Common Stock (and will not issue any Common Stock or securities convertible into or exchangeable for Common Stock) other than its existing authorized Common Stock, except that UHC may increase the number of such authorized shares of its Common Stock as long as such additional shares have the same terms as those shares authorized as of the date hereof.
