Common use of No Impairment; Certain Events Clause in Contracts

No Impairment; Certain Events. (i) Dura shall not, by amendment of its Certificate of Incorporation or through any reorganization, reclassification, consolidation, merger, sale, lease or transfer of assets, issuance or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Section 13 by Dura, but will at all times in good faith assist in the carrying out of all the provisions of this Section 13 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holders against impairment. (ii) If any event occurs as to which the provisions of paragraph (a) of this Section 13 are not strictly applicable but with respect to which, in the reasonable, good faith opinion of Dura, an adjustment of the Exercise Price, and the number of Warrant Shares issuable upon the exercise of a Warrant, would fairly protect the exercise rights of the Holders in accordance with the basic intent and principles of such provisions or as to which an adjustment pursuant to such provisions, if strictly applied, would not fairly protect the purchase rights of the Holders in accordance with the basic intent and principles of such provisions, then Dura shall make any computation required under this Section 13(b)(ii) with respect to any such adjustment on a basis consistent with the basic intent and principles established by the provisions of this Section 13, necessary to preserve, without dilution, the exercise rights of the Holders. Dura shall appoint a firm of independent certified public accountants (which may be the regular auditors of Dura) of recognized national standing, which firm shall review the computation of Dura prepared pursuant to this Section 13(b)(ii) and prepare a report signed by such firm, which shall be provided to Dura and which shall acknowledge that the adjustment calculation prepared by Dura is arithmetically correct. Such report shall be conclusive evidence of the correctness of the computation made under this Section 13(b)(ii). Upon receipt of such report, Dura shall forthwith cause to be made, or shall act to prevent, the adjustments described in such calculation.

No Impairment; Certain Events. (i) Dura 12.2.1 The Company shall not, by amendment of its Certificate articles of Incorporation incorporation or through any reorganization, reclassification, consolidation, merger, sale, lease or transfer of assets, issuance or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Section 13 12 by Durathe Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 13 12 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holders against impairment. (ii) 12.2.2 If any event occurs as to which the provisions of paragraph (a) of this Section 13 12.1 are not strictly applicable but with respect to which, in the reasonable, good faith opinion of Durathe Company, an adjustment of the Exercise Price, and the number of Warrant Shares issuable upon the exercise of a Warrant, would fairly protect the exercise rights of the Holders in accordance with the basic intent and principles of such provisions or as to which an adjustment pursuant to such provisions, if strictly applied, would not fairly protect the purchase rights of the Holders in accordance with the basic intent and principles of such provisions, then Dura the Company shall make any computation required under this Section 13(b)(ii) 12.2.2 with respect to any such adjustment on a basis consistent with the basic intent and principles established by the provisions of this Section 1312, necessary to preserve, without dilution, the exercise rights of the Holders. Dura The Company shall appoint a firm of independent certified public accountants (which may be the regular auditors of Durathe Company) of recognized national standing, which firm shall review the computation of Dura the Company prepared pursuant to this Section 13(b)(ii) 12.2.2 and prepare a report signed by such firm, which shall be provided to Dura the Company and which shall acknowledge that the adjustment calculation prepared by Dura the Company is arithmetically correct. Such report shall be conclusive evidence of the correctness of the computation made under this Section 13(b)(ii). Upon receipt of such report, Dura shall forthwith cause to be made, or shall act to prevent, the adjustments described in such calculation12.2.

No Impairment; Certain Events. (i) Dura shall not, by amendment of its Certificate certificate of Incorporation incorporation or through any reorganization, reclassification, consolidation, merger, sale, lease or transfer of assets, issuance or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Section 13 12 by Dura, but will at all times in good faith assist in the carrying out of all the provisions of this Section 13 12 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holders against impairment. (ii) If any event occurs as to which the provisions of paragraph (a) of this Section 13 12 are not strictly applicable but with respect to which, in the reasonable, good faith opinion of Dura, an adjustment of the Exercise Price, and the number of Warrant Shares issuable upon the exercise of a Warrant, would fairly protect the exercise rights of the Holders in accordance with the basic intent and principles of such provisions or as to which an adjustment pursuant to such provisions, if strictly applied, would not fairly protect the purchase rights of the Holders in accordance with the basic intent and principles of such provisions, then Dura shall make any computation required under this Section 13(b)(ii12(b)(ii) with respect to any such adjustment on a basis consistent with the basic intent and principles established by the provisions of this Section 1312, necessary to preserve, without dilution, the exercise rights of the Holders. Dura shall appoint a firm of independent certified public accountants (which may be the regular auditors of Dura) of recognized national standing, which firm shall review the computation of Dura prepared pursuant to this Section 13(b)(ii12(b)(ii) and prepare a report signed by such firm, which shall be provided to Dura and which shall acknowledge that the adjustment calculation prepared by Dura is arithmetically correct. Such report shall be conclusive evidence of the correctness of the computation made under this Section 13(b)(ii12(b)(ii). Upon receipt of such report, Dura shall forthwith cause to be made, or shall act to prevent, the adjustments described in such calculation.