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.
Appears in 2 contracts
Samples: Warrant Agreement (Wynnchurch Capital Partners Lp), Warrant Agreement (Wynnchurch Capital Partners Lp)
No Impairment or Amendment. The Company shall not by any action, -------------------------- action including, without limitation, amendment of amending its articles or certificate of formation incorporation 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 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 holder hereof against impairment. Without limiting the generality of the foregoing, the Company will shall (ia) not establish a increase the par value of any shares of Class A Common Series B Preferred Stock issuable upon the exercise of this Warrant above the amount payable therefortherefor upon such exercise, (iib) 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 Series B Preferred Stock upon the valid exercise of this Warrant, (iiic) 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 HolderWarrant.
Appears in 2 contracts
Samples: Warrant Agreement (Sixth Floor Investors LP), Credit Agreement (Cellular Dynamics International, Inc.)
No Impairment or Amendment. The No Company Group Member shall not by any action, -------------------------- action including, without limitation, amendment of its articles or amending any certificate of formation formation, certificate of incorporation, articles of organization, articles of incorporation, any limited liability company operating agreement, bylaws or by-lawsany similar agreement of any Company Group Member, 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 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 holder hereof against impairment. Without limiting the generality of the foregoing, (a) 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, and (iiiii) obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof Governmental Authority or other Person as may be necessary to enable the Company to perform its obligations under this Warrant Warrant, and (ivb) the Company shall not, and shall cause its Subsidiaries not grant to, issue any preemptive rights with respect to any of its shares of Class A Common Stock without the prior written consent of the HolderShares or other equity interests.
Appears in 2 contracts
Samples: Warrant Agreement (Post Road Special Opportunity Fund II LP), Warrant Agreement (Digerati Technologies, Inc.)
No Impairment or Amendment. The Company shall not by any action, -------------------------- action including, without limitation, amendment of amending its articles or certificate of formation incorporation 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 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 holder hereof against impairment. Without limiting the generality of the foregoing, the Company will (ia) not establish a increase the par value of any shares of Class A Common Stock issuable upon the exercise of this Warrant above the amount payable therefortherefor upon such exercise, (iib) 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, Warrant and (iiic) 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 HolderWarrant.
Appears in 1 contract
No Impairment or Amendment. The Company shall not by any action, -------------------------- action including, without limitation, amendment of amending its articles or certificate of formation or by-lawscharter, 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 or impair the ability of the Holder to realize upon the intended economic value hereofWarrant, 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 actions as may be necessary or appropriate to protect the rights of the Holder holder hereof against impairment. Without limiting the generality of the foregoing, the Company (a) will (i) not establish a permit the par value of any shares of Class A Common Warrant Stock issuable upon the exercise of this Warrant above to be greater than the amount payable therefortherefor upon such exercise, (iib) will 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 WarrantWarrant Stock, (iiic) will obtain and maintain 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 Warrant, and (ivd) will not grant issue any preemptive rights with respect 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 or shares of Warrant Stock are outstanding, the Company will acknowledge in writing, in form satisfactory to any holder of its shares of Class A Common Stock without any such security, the prior written consent continued validity of the HolderCompany obligations hereunder.
Appears in 1 contract
Samples: Warrant Agreement (American Consolidated Laboratories Inc)
No Impairment or Amendment. The Company shall not by any action, -------------------------- action including, without limitation, amendment of amending its articles or certificate of formation or by-lawsincorporation, 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 hereofWarrant, 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 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, (iia) 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, Warrant and (iiib) 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. 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 (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 HolderCompany’s obligations hereunder.
Appears in 1 contract
Samples: Warrant Agreement (Pw Eagle Inc)
No Impairment or Amendment. The Company shall not by any action, -------------------------- action including, without limitation, amendment of amending its articles or certificate of formation incorporation 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 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 holder hereof against impairment. Without limiting the generality of the foregoing, the Company will shall (ia) not establish a increase the par value of any shares of Class A Common Stock issuable upon the exercise of this Warrant above the amount payable therefortherefor upon such exercise, (iib) 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 valid exercise of this Warrant, (iiic) 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 HolderWarrant.
Appears in 1 contract
Samples: Credit Agreement (Cellular Dynamics International, Inc.)
No Impairment or Amendment. The Company shall not by any action, -------------------------- action including, without limitation, amendment of amending its articles or certificate of formation incorporation 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 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 holder hereof against impairment. Without limiting the generality of the foregoing, the Company will (ia) not establish a increase the par value of any shares of Class A Common Stock issuable upon the exercise of this Warrant above the amount payable therefortherefor upon such exercise, (iib) 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, and (iiic) 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 HolderWarrant.
Appears in 1 contract
Samples: Warrant Agreement (Adam Inc)
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.
Appears in 1 contract
Samples: Warrant Agreement (Weider Nutrition International Inc)
No Impairment or Amendment. The Company shall not by any action, -------------------------- action including, without limitation, amendment of amending its articles or certificate of formation or by-lawsOrganizational Documents, 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 Agreement or impair the ability of the Holder to realize upon the intended economic value hereofWarrants issued hereunder, 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 (i) not establish a permit the par value of any shares of Class A Common Stock Warrant Shares issuable upon the exercise of this Warrant above the Warrants to be greater than the amount payable therefortherefor upon such exercise, (iib) will 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 WarrantWarrant Shares, (iiic) will use commercially reasonable efforts to obtain and maintain 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 Agreement and the Warrants issued hereunder, and (ivd) will not grant issue any preemptive rights with respect to Shares or enter into any agreement, the terms of which would have the effect, directly or indirectly, of preventing the Company from honoring its shares of Class A Common Stock without the prior written consent of the Holderobligations hereunder.
Appears in 1 contract
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, 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 hereofWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such reasonable 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 (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 WarrantWarrant Shares, (iiib) will use reasonable best efforts to obtain and maintain 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 Warrant, and (ivc) will not grant enter into any preemptive rights with respect agreement, or undertake any obligations or limitations on its actions, the terms of which would have the direct effect of preventing the Company from honoring its obligations hereunder. So long as any Warrant or Warrant Shares are outstanding, upon request of any Holder of any such security, the Company will acknowledge in writing, in form reasonably satisfactory to any of its shares of Class A Common Stock without such Holder, the prior written consent continued validity of the HolderCompany’s obligations hereunder.
Appears in 1 contract