No Impairment or Amendment. The Company shall not by any action, -------------------------- including, without limitation, amendment of its articles or certificate of formation or by-laws, 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 or impair the ability of the Holder to realize upon the intended economic value hereof, 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 to protect the rights of the Holder hereof against impairment. Without limiting the generality of the foregoing, the Company will (i) not establish a par value of any shares of Class A Common Stock issuable upon the exercise of this Warrant above the amount payable therefor, (ii) take all such action as may be necessary or appropriate in order that the Company may validly issue fully paid and nonassessable shares of Class A Common Stock upon the exercise of this Warrant, (iii) obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant and (iv) not grant any preemptive rights with respect to any of its shares of Class A Common Stock without the prior written consent of the Holder.
No Impairment or Amendment. Except for the XX Xxxxxx LP -------------------------- Restructuring as described below, the Company shall not by any action including, without limitation, amending its certificate of incorporation or bylaws, 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 or impair the ability of the holder hereof or of Issued Warrant Shares to realize upon the intended economic value hereof, 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 to protect the rights of the holder hereof or of Issued Warrant Shares against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Class A Common Stock issuable upon the exercise of this Warrant above the amount payable therefor upon such exercise, (b) take all such action as may be necessary or appropriate in order that the Company may validly issue fully paid and nonassessable shares of Class A Common Stock upon the exercise of this Warrant, (c) obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant, and (d) not issue any Capital Stock of any class which is preferred as to dividends or as to the distribution of assets upon the voluntary or involuntary dissolution, liquidation or winding up of the Company. The Company and the Initial Holder agree that the provisions of this Section 10.1 shall not be interpreted to prevent or prohibit the exchange by the holder of Class A Common Stock listed on Schedule 9.1(a) and the holders of Class B Common Stock listed on Schedule 9.1(b), of all of their interests in such Capital Stock of the Company for limited partnership interests in XX Xxxxxx LP or for interests in other entities controlling or controlled by XX Xxxxxx LP (the "XX Xxxxxx LP Restructuring").
No Impairment or Amendment. Certain Expenses. Financial Information; Inspection Rights. Registration of Warrants and Warrant Shares. Listing On Securities Exchanges.
No Impairment or Amendment. The Company shall not take any action (including, without limitation, amending its Organizational Documents, any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of Shares or other securities or any other voluntary action) for the purpose of avoiding or seeking 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 to protect the rights of the Warrant Holder against impairment, except that nothing in this Section 7.1 shall prohibit or hinder the Company from taking any action that may result in an adjustment under Section 4.
No Impairment or Amendment. The Company shall not avoid or seek to avoid the observance or performance of any of the terms of this Warrant by any action including, without limitation, amending its certificate of incorporation, any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, 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 to protect the rights of the holder hereof against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Common Stock issuable upon the exercise of this Warrant above the amount payable therefor upon such exercise, (b) take all such action as may be necessary or appropriate in order that the Company may validly issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (c) obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Notwithstanding the foregoing, no actions taken on the part of the Company necessary to effectuate the Dutch A&A Transaction shall be deemed to violate this Section 7.1. Upon the request of the holder hereof the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form satisfactory to such holder, the continued validity of this Warrant and the Company's obligations hereunder.
No Impairment or Amendment. The Company shall not by any action, including, without limitation, any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of Securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
No Impairment or Amendment. The Master Servicer shall not (nor shall it permit the applicable Sub-Servicer to) impair the rights of Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Lenders or any Secured Party in such Pledged Student Loans. The Master Servicer shall not extend, terminate, waive, amend or otherwise modify the terms of any Pledged Student Loan, except pursuant to Section 7.03(a), or, without the prior written consent of the Administrative Agent and the Funding Agents, extend, terminate, waive, amend or otherwise modify the terms of any other Transaction Document.
No Impairment or Amendment. The Company will (a) take all such other action as may be necessary or appropriate in order that the Company may validly issue fully paid and nonassessable Interests upon the full exercise of this Warrant and (b) obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant; provided, however, that the Company shall not be required to effect a registration under the Securities Act or any state securities laws to permit issuance of the Interests issuable upon exercise of this Warrant.
No Impairment or Amendment. The Company shall not by any action including, without limitation, amending its charter, any reorganization, recapitalization, 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 to protect the rights of the holder hereof against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any Warrant Shares above 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 issue fully paid and nonassessable Warrant Shares, (c) will obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction as may be necessary to enable the Company to perform its obligations under this Warrant, and (d) will not issue any capital stock or enter into any agreement, the terms of which would have the effect, directly or indirectly, of preventing the Company from honoring its obligations hereunder. So long as any Warrants are outstanding, the Company will acknowledge in writing, in form satisfactory to any holder of any such security the continued validity of the Company's obligations hereunder to the holders of Warrants.
No Impairment or Amendment. The Company shall not by any action including, without limitation, amending its Articles of Incorporation, 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 to protect the rights of the holder hereof against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Convertible Common Stock issuable upon the exercise of this Warrant above the amount payable therefor upon such exercise, (b) take all such action as may be necessary or appropriate in order that the Company may validly issue fully paid and nonassessable shares of Convertible Common Stock upon the exercise of this Warrant, (c) obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant, and (d) not undertake any reverse stock split, combination, reorganization or other reclassification of the capital stock which would have the effect of reducing the Exercise Price below the par value of the Convertible Common Stock. Upon the request of the holder hereof the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form satisfactory to such holder, the continued validity of this Warrant and the Company's obligations hereunder.
