No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws 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 of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all action as may be necessary or appropriate in order to protect the rights of the Holder against dilution, or other impairment.
Appears in 18 contracts
Samples: Common Stock Purchase Warrant (Ibasis Inc), Common Stock Purchase Warrant (Purchasesoft Inc), Common Stock Purchase Warrant (Purchasesoft Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or By-Laws 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 of this the Warrant, but 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 Holder against dilution, dilution or other impairment.
Appears in 17 contracts
Samples: Common Stock Purchase Warrant (Genetic Vectors Inc), Common Stock Purchase Warrant (Genetic Vectors Inc), Common Stock Purchase Warrant (Genetic Vectors Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws Bylaws 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 of this WarrantNote, but 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 Holder of this Note against dilution, dilution or other impairment.
Appears in 9 contracts
Samples: Note Purchase Agreement (Coronado Biosciences Inc), Senior Promissory Note (Ventrus Biosciences Inc), Convertible Note (Ventrus Biosciences Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate articles of Incorporation or By-Laws organization 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 of this Warrant, but 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 Holder holder of this Warrant against dilution, dilution or other impairment.
Appears in 6 contracts
Samples: Warrant Agreement (Pease Oil & Gas Co /Co/), Warrant Agreement (Pease Oil & Gas Co /Co/), Common Stock Purchase Warrant (Victory Ventures LLC)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws bylaws 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 or any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all action such actions as may be necessary or appropriate in order to protect the rights of the Holder against dilution, dilution or other impairment.
Appears in 4 contracts
Samples: Warrant Agreement (Tv Filme Inc), Warrant Agreement (Tv Filme Inc), Warrant to Purchase Common Stock (Tv Filme Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws governing documents, the LLC Agreement 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 of this WarrantDebenture, but 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 Holder of this Debenture against dilution, dilution or other impairment.
Appears in 4 contracts
Samples: Convertible Debenture Purchase Agreement, Convertible Debenture Purchase Agreement, Convertible Debenture Purchase Agreement
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws Bylaws, each as amended to date, 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 of this WarrantNote, but 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 Holder holder of this Note against dilution, dilution or other impairment.
Appears in 4 contracts
Samples: Convertible Promissory Note (Earth Biofuels Inc), Convertible Promissory Note (Earth Biofuels Inc), Convertible Promissory Note (Earth Biofuels Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate certificate of Incorporation or By-Laws incorporation or through any consolidation, merger, 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 of this WarrantAgreement or the Warrants, but 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 Holder holder of the Warrants against dilution, dilution or other impairment.
Appears in 3 contracts
Samples: Warrant Agreement (Xo Communications Inc), Warrant Agreement (Xo Communications Inc), Warrant Agreement (Xo Communications Inc)
No Dilution or Impairment. The Company will not, by amendment ------------------------- of its Certificate of Incorporation or By-Laws charter 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 of this Warrantthe Note, but 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 Holder holders of shares of Common Stock issuable upon conversion of the Note against dilution, dilution or other impairment.
Appears in 3 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Photoelectron Corp), Convertible Note Purchase Agreement (Photoelectron Corp), Convertible Note and Warrant Purchase Agreement (Photoelectron Corp)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws Bylaws 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 of this WarrantNote, but 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 Holder holder of this Note against dilution, dilution or other impairment.
Appears in 3 contracts
Samples: Note (Regado Biosciences Inc), Subordination Agreement (Regado Biosciences Inc), Convertible Note Purchase Agreement (Regado Biosciences Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws Bylaws 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 of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all action as may be necessary or appropriate in order to protect the rights of the Holder against dilution, or other impairment.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Motient Corp), Common Stock Purchase Warrant (Motient Corp)
No Dilution or Impairment. The Company will not, by amendment of its Certificate certificate of Incorporation or By-Laws incorporation or through any consolidation, merger, 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 of this Warrantthe Warrants, but 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 (including through a reduction in the par value of Warrant Shares as necessary) in order to protect the rights of the Holder against dilution, dilution or other impairment.
Appears in 2 contracts
Samples: Warrant Agreement (Maxxim Medical Inc), Warrant Agreement (Maxxim Medical Inc/Tx)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws 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 of this Warrant, but 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 Holder against dilution, or other impairmentWarrantholder under this Warrant.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Daleen Technologies Inc), Common Stock Purchase Warrant (Daleen Technologies Inc)
No Dilution or Impairment. The Company will not, by amendment of its Amended and Restated Certificate of Incorporation or By-Laws or through any consolidation, merger, 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 of this Warrant, but 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 Holder holder of this Warrant against dilution, dilution or other impairment.
Appears in 2 contracts
Samples: License Agreement (Corixa Corp), License Agreement (Corixa Corp)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws 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 of this Warrantthe Warrants, but 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 Holder holders of the Warrants against dilution, or other impairment.
Appears in 2 contracts
Samples: Warrant Agreement (World Energy Solutions, Inc.), Note and Warrant Purchase Agreement (World Energy Solutions, Inc.)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws 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 of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all action as may be commercially reasonably necessary or appropriate in order to protect the rights of the Holder against dilution, dilution or other impairment.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Carbide Graphite Group Inc /De/), Common Stock Purchase Warrant (Carbide Graphite Group Inc /De/)
No Dilution or Impairment. The Company will not, by amendment of its Certificate Memorandum and Articles of Incorporation or By-Laws Association 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 of this Warrant, but 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 Holder against dilution, dilution or other impairment.
Appears in 2 contracts
Samples: Warrant Agreement (Graphex Group LTD), Warrant Agreement (Graphex Group LTD)
No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or By-Laws Bylaws 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 of this WarrantNote, but 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 Holder holder of this Note against dilution, dilution or other impairment.
Appears in 1 contract
Samples: Merger Agreement (Ednet Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws charter documents 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 of this WarrantNote, but 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 Holder against dilution, or other impairmentHolder.
Appears in 1 contract
Samples: Convertible Secured Promissory Note (Fortress Biotech, Inc.)
No Dilution or Impairment. The Company will not, by amendment of its Certificate certificate of Incorporation or By-Laws incorporation or through any consolidation, merger, 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 of this Warrantthe Warrants, but 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 (including through a reduction in the par value of Warrant Shares as necessary) in order to protect the rights of the Holder of the Warrants against dilution, dilution or other impairment.
Appears in 1 contract
No Dilution or Impairment. The Company will not, by amendment of its Certificate articles of Incorporation or By-Laws organization or through any reorganization, transfer of assets, consolidation, merger, 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 of this Warrant, but 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 Holder holder of this Warrant against dilution, dilution or other impairment.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Chaparral Resources Inc)
No Dilution or Impairment. The Company will not, by amendment ------------------------- of its Certificate certificate of Incorporation incorporation or By-Laws bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all action such actions as may be necessary or appropriate in order to protect the rights of the Holder holder of the Warrant against dilution, dilution or other impairment.
Appears in 1 contract
No Dilution or Impairment. The Company will not, by amendment of its Certificate certificate of Incorporation or By-Laws incorporation 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 of this Warrantthe Warrants, but 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 Holder holders of the Warrants against dilution, dilution or other impairment.
Appears in 1 contract
No Dilution or Impairment. The Company will not, by amendment of its Certificate certificate of Incorporation or By-Laws incorporation or through any consolidation, merger, 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 of this Warranthereof, but 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 reasonably necessary or appropriate in order to protect the rights of the Holder Holders of this Warrant against dilution, or other impairment.dilution in respect of which the Holders are not fully
Appears in 1 contract
Samples: Investment Agreement (Cd&r Investment Associates Ii Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate the Company's Articles of Incorporation or By-Laws Amendment and Restatement, 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 of this Warrant, but 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 any be necessary or appropriate in order to protect the rights of the Holder holder of this Warrant against dilution, dilution or other impairment.
Appears in 1 contract
Samples: Warrant Agreement (Heritage Property Investment Trust Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws Operating Agreement or through any consolidation, merger, 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 of this Warrant, but 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 Holder against dilution, dilution or other impairment.other
Appears in 1 contract
Samples: Ownership Interest Purchase Warrant (Diversified Food Group Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate certificate of Incorporation or By-Laws incorporation or through any consolidation, merger, 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 of this Warrant, but 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 Holder holder of this Warrant against dilution, dilution or other impairment.other
Appears in 1 contract
No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or By-Laws Bylaws 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 of this WarrantNote, but 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 Holder of this Note against dilution, dilution or other impairment.
Appears in 1 contract
No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-Laws Bylaws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other her voluntary action, avoid or seek to avoid the observance — or performance of any of the terms of this WarrantNote, but 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 Holder of this Note against dilution, dilution or other impairment.
Appears in 1 contract
No Dilution or Impairment. The Company will not, by amendment of ------------------------- its Certificate of Incorporation or By-Laws charter 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 of this Warrantthe Notes, but 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 Holder holders of shares of Common Stock issuable upon conversion of the Notes against dilution, dilution or other impairment.
Appears in 1 contract
Samples: Subordinated Convertible Note Purchase Agreement (Photoelectron Corp)
No Dilution or Impairment. The Company will not, by amendment of its Restated Certificate of Incorporation or By-Laws or through any consolidation, merger, 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 of this Warrant, but 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 Holder holder of this Warrant against dilution, dilution or other impairment.
Appears in 1 contract
Samples: License Agreement (Vaxcel Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate the Company's Articles of Incorporation or By-Laws Amendment and Restatement (Second), 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 of this Warrant, but 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 any be necessary or appropriate in order to protect the rights of the Holder holder of this Warrant against dilution, dilution or other impairment.
Appears in 1 contract
Samples: Warrant Agreement (Heritage Property Investment Trust Inc)
No Dilution or Impairment. The Company will not, by amendment of its Certificate certificate of Incorporation or By-Laws incorporation or through any consolidation, merger, 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 of this Warrant, but 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 Holder holder of this Warrant against dilution, dilution or other impairment.
Appears in 1 contract
Samples: Non Voting Common Stock Purchase Warrant (Granite Broadcasting Corp)
