Common use of No Impairment or Amendment Clause in Contracts

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. Except for the XX Xxxxxx LP -------------------------- Restructuring as described below, the The Company shall not by any action including, without limitation, amending its certificate of incorporation or bylawsincorporation, 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 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 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 non-assessable 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 if and at such times such authorizations, exemptions or consents from such public regulatory bodies are required to be obtained, provided, however, the foregoing shall not be construed to enlarge or expand upon the registration rights granted to Holder pursuant to Section 5 of this Warrant, and ; (d) not issue undertake any Capital reverse stock split, combination, reorganization or other reclassification of the capital stock which would have the effect of making this Warrant exercisable for a number of shares of Common Stock that would be less than four and ninety-nine hundredths of any class which is preferred a percent (4.99%) of the outstanding shares of Common Stock as to dividends or as to of the distribution date of assets this Warrant; and (e) upon the voluntary or involuntary dissolutionrequest of Holder, liquidation or winding up at any time during the period this Warrant is outstanding, acknowledge in writing, in form satisfactory to Holder, the continued validity of this Warrant and 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")'s obligations hereunder.

No Impairment or Amendment. Except for the XX Xxxxxx LP -------------------------- Restructuring as described below, the The Company shall not by any action including, without limitation, amending its articles or certificate of incorporation or bylawsincorporation, 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 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 hereof or of Issued Warrant Shares against impairment. Without limiting the generality of the foregoing, after the Closing Date the Company will (a) not increase the par value of any shares of Class A Common Stock Shares 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 Shares 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 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, and (e) not undertake any reverse stock split, combination, reorganization or other reclassification of its capital stock which would have the effect of making this Warrant exercisable for less than that percentage of the outstanding shares of Common Shares to which it related immediately prior to such corporate action. The 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 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")Company's obligations hereunder.

No Impairment or Amendment. Except for the XX Xxxxxx LP -------------------------- Restructuring as described below, the The Company shall not by any action including, without limitation, amending its articles or certificate of incorporation or bylawsincorporation, 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 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 hereof or of Issued Warrant Shares against impairment. Without limiting the generality of the foregoing, after the Closing Date 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 capital stock of any class which is preferred (or pari passu to the Class A Stock) as to dividends or as to the distribution of assets upon the voluntary or involuntary dissolution, liquidation or winding up of the Company, and (e) not undertake any reverse stock split, combination, reorganization or other reclassification of its capital stock which would have the effect of making this Warrant exercisable for less than that percentage of the outstanding shares of Common Stock to which it related immediately prior to such corporate action. The 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 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")Company's obligations hereunder.

No Impairment or Amendment. Except for the XX Xxxxxx LP -------------------------- Restructuring as described below, the The Company shall not by any action including, without limitation, amending its certificate Articles of incorporation Incorporation, or bylaws, 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 or impair the ability of the holder hereof or of Issued Warrant Shares 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 each 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 receivable upon the exercise of this Warrant above the amount payable then Current Warrant Price therefor upon such exerciseexercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally 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 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, (e) not undertake any reverse stock split, combination, reorganization or other reclassification of its capital stock which would have the effect of making this Warrant exercisable for less than __% of the shares of Common Stock Outstanding , and (f) not, without the written consent of Majority Holders, amend its Articles of Incorporation. The Upon the request of the holder hereof, the Company will at any time during the period 95 this Warrant is outstanding acknowledge in writing, in form satisfactory to each holder, the continuing validity of this Warrant 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")Company's obligations hereunder.

No Impairment or Amendment. Except for the XX Xxxxxx LP -------------------------- Restructuring as described below, the The Company shall not by any action including, without limitation, amending its certificate or articles of incorporation or bylawsincorporation, 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 Agreement or impair the ability of the holder hereof or of Issued Warrant Shares to realize upon the intended economic value hereofWarrants, 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 of any Warrants 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 the Warrants 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 Warrantthe Warrants, (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 WarrantAgreement, and (d) not issue undertake any Capital Stock reverse stock split, combination, reorganization or other reclassification of any class its capital stock which is preferred as to dividends or as to would have the distribution effect of assets upon making the voluntary or involuntary dissolution, liquidation or winding up Warrants exercisable for less than that percentage of the Company. The Company and the Initial Holder agree that the provisions outstanding shares 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(ato which it related immediately prior to such corporate action, (e) and not, without the written consent of the holders of Class B Common Stock listed on Schedule 9.1(b)a majority of the Warrants and the Issued Warrant Shares, amend, modify or waive any term or provision of all the articles of their interests in such Capital Stock incorporation or bylaws of the Company for limited partnership interests if the effect of any such amendment, modification or waiver is to directly or indirectly alter, amend or modify the voting rights per share of any capital stock of the Company or the percentage of shares required to approve any matter, and (t) not, without the written consent of the holders of a majority of the Warrants and the Issued Warrant Shares, as the case may be, amend the Stock Option Plan if the effect of any such amendment is to increase the maximum number of shares of capital stock of the Company to be issued pursuant to such Stock Option Plan in XX Xxxxxx LP or for interests excess of, in other entities controlling or controlled by XX Xxxxxx LP (the "XX Xxxxxx LP Restructuring"aggregate, 5% of the fully diluted capital stock of the Company on the Closing Date as provided in subsection 4.13(a). Upon the request of any holder of the Warrants the Company will at any time during the period the Warrants are outstanding acknowledge in writing, in form satisfactory to such holder, the continued validity of the Warrants and the Company's obligations hereunder.