Common use of No Impairment Clause in Contracts

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 102 contracts

Samples: Blue Water Acquisition Corp., Blue Water Acquisition Corp., Credit and Security Agreement (Ocular Therapeutix, Inc)

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No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 67 contracts

Samples: Purchase Stock (MINDBODY, Inc.), Purchase Stock (MINDBODY, Inc.), Liquidia Technologies Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article 2 against impairment.

Appears in 32 contracts

Samples: Investors’ Rights Agreement (Seres Therapeutics, Inc.), www.sec.gov, Organovo Holdings, Inc.

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 27 contracts

Samples: Betawave Corp., Wireless Ronin Technologies Inc, Endocardial Solutions Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 25 contracts

Samples: www.sec.gov, Anti Dilution Agreement (Homeaway Inc), Registration Rights Agreement (Tci Solutions Inc)

No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 25 contracts

Samples: L2 Medical Development Co, A123 Systems Inc, A123 Systems Inc

No Impairment. The Company shall will not, by amendment of its Certificate of Incorporation Incorporation, as amended and restated, or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall it will at all times in good faith assist in the carrying out of all of the provisions of this Article 2 Warrant and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the holder of this Article Warrant against impairment.

Appears in 20 contracts

Samples: Purchase Preferred (MTM Technologies, Inc.), MTM Technologies, Inc., MTM Technologies, Inc.

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or Bylaws or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article 2 against dilution or other impairment.

Appears in 16 contracts

Samples: Registration Rights Agreement (Vapotherm Inc), Registration Rights Agreement (Vapotherm Inc), CS Disco, Inc.

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 Warrant and in taking all such action as may be necessary or appropriate to protect the Holder’s rights under this Article Warrant against impairment.

Appears in 16 contracts

Samples: Common Stock Warrant (Audioeye Inc), Industrial Tech Acquisitions II, Inc., Industrial Tech Acquisitions II, Inc.

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 14 contracts

Samples: Vertical Computer Systems Inc, Credit Agreement (Tri-S Security Corp), Credit Agreement (Tri-S Security Corp)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or by-laws, or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 14 contracts

Samples: Registration Rights Agreement (Satcon Technology Corp), American Standard Energy Corp., Famous Uncle Als Hot Dogs & Grille Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 14 contracts

Samples: Kaltura Inc, Loan and Security Agreement (North American Scientific Inc), Jamdat Mobile Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or Bylaws or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article 2 against impairment.

Appears in 13 contracts

Samples: Marpai, Inc., Marpai, Inc., Marpai, Inc.

No Impairment. The Without the consent of the Holder, the Company shall not, not by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 11 contracts

Samples: Note and Warrant Purchase Agreement (Amyris, Inc.), Amyris, Inc., Amyris, Inc.

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 11 contracts

Samples: Bridgepoint Education Inc, Nuvasive Inc, Nuvasive Inc

No Impairment. The Company shall not, by amendment of its Articles or Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 10 contracts

Samples: Loan and Security Agreement (Tangoe Inc), Loan and Security Agreement (Tangoe Inc), Loan and Security Agreement (Tangoe Inc)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or the Provisions or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 8 contracts

Samples: Athenahealth Inc, Athenahealth Inc, Athenahealth Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation the Charter or Bylaws, or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 Section 3 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 8 contracts

Samples: Bloom Energy Corp, Bloom Energy Corp, CytomX Therapeutics, Inc.

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 8 contracts

Samples: Registration Rights Agreement (Document Capture Technologies, Inc.), Nexx Systems Inc, Nexx Systems Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or bylaws, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, 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 to be observed or performed under of this Warrant by the CompanyWarrant, but shall at all times in good faith assist in the carrying out of all the provisions of this Article 2 such terms and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the Holder of this Article Warrant against impairment.

Appears in 8 contracts

Samples: Loan Agreement (Marrone Bio Innovations Inc), Credit Facility Agreement (Marrone Bio Innovations Inc), Loan Agreement (Marrone Bio Innovations Inc)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be both commercially reasonable and necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 8 contracts

Samples: Nupathe Inc., Nupathe Inc., Nupathe Inc.

No Impairment. The Company shall not, by amendment of its Articles or Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article 2 against impairment.

Appears in 7 contracts

Samples: Neuronetics, Inc., NanoString Technologies Inc, NanoString Technologies Inc

No Impairment. The Company shall will not, by amendment of its Certificate certificate of Incorporation incorporation or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issueliquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 Section 5.1 and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under this Article of the Holders against impairment.

Appears in 7 contracts

Samples: Warrant Agreement (Airtran Holdings Inc), Warrant Agreement (Discovery Zone Inc), Warrant Agreement (New World Coffee Manhattan Bagel Inc)

No Impairment. The Company shall not, by amendment of the Certificate or its Certificate of Incorporation by-laws or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 7 contracts

Samples: Sirtris Pharmaceuticals, Inc., Loan Modification Agreement (Critical Therapeutics Inc), Loan and Security Agreement (Critical Therapeutics Inc)

No Impairment. The Company shall will not, by amendment of its Certificate certificate of Incorporation incorporation, as amended or through a any reclassification, capital reorganization, transfer of assets, consolidation, merger, sale or conveyance of assets, dissolution, issueliquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under of this Warrant by the CompanyWarrant, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 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’s rights under this Article against impairment.

Appears in 7 contracts

Samples: Repligen Corp, Warrant (Repligen Corp), Repligen Corp

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article 2 against impairment.

Appears in 6 contracts

Samples: EPIRUS Biopharmaceuticals, Inc., Trevena Inc, Trevena Inc

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation or through a 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 to be observed or performed under this Warrant warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 6 contracts

Samples: Anti Dilution Agreement (Metastorm Inc), Anti Dilution Agreement (Sadhana Equity Investment, Inc.), Anti Dilution Agreement (Anasazi Capital Corp)

No Impairment. The Company shall not, by amendment of its Certificate certificate of Incorporation incorporation, or through a reorganizationany reclassification, transfer of assetsrecapitalization event, consolidation, merger, sale or conveyance of assets, dissolution, issueliquidation, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or of performance of any of the terms to be observed or performed under of this Warrant by the CompanyWarrant, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 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’s rights under this Article against impairment.

Appears in 6 contracts

Samples: Lm Funding America, Inc., www.sec.gov, Common Stock Purchase Warrant (Yext, Inc.)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Article 2 Section 11 and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the Holder of this Article Warrant against impairment.

Appears in 6 contracts

Samples: Agreement (Ratexchange Corp), Wind Up Agreement (Oakhurst Co Inc), Settlement Agreement (Ratexchange Corp)

No Impairment. The Company shall will not, by amendment of its Certificate of Incorporation or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall it will at all times in good faith assist in the carrying out of all of the provisions of this Article 2 Warrant and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the holder of this Article Warrant against impairment.

Appears in 6 contracts

Samples: Common Stock Purchase Warrant (CVC Inc), Common Stock Purchase Warrant (CVC Inc), Common Stock Purchase Warrant (CVC Inc)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or bylaws, or through a any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 Agreement and in the taking of all such action actions as may be necessary or appropriate in order to protect Holder’s the rights under this Article of Lender against impairment.

Appears in 6 contracts

Samples: Loan and Security Agreement (Emagin Corp), Loan Conversion Agreement (Emagin Corp), Loan and Security Agreement (Emagin Corp)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issueissuance, or sale of its securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 6 contracts

Samples: Master Services Agreement, Loan and Security Agreement (Sunesis Pharmaceuticals Inc), Master Services Agreement (Sunesis Pharmaceuticals Inc)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation the Charter or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 6 contracts

Samples: Yext, Inc., Yext, Inc., Borderfree, Inc.

No Impairment. The Company shall will not, by amendment of its Certificate of Incorporation Incorporation, as amended, or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall it will at all times in good faith assist in the carrying out of all of the provisions of this Article 2 Warrant and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the holder of this Article Warrant against impairment.

Appears in 5 contracts

Samples: Common Stock Purchase Warrant (Softbank Technology Ventures Iv Lp), Common Stock Purchase Warrant (Softbank Technology Ventures Iv Lp), Common Stock Purchase Warrant (Softbank Technology Ventures Iv Lp)

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation or Bylaws, or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Companyit hereunder, but shall at all times in good faith assist in the carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairmentWarrant.

Appears in 5 contracts

Samples: Registration Rights Agreement (Exco Resources Inc), Exco Resources Inc, Exco Resources Inc

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article 2 against impairment.

Appears in 5 contracts

Samples: Purchase Stock (3PAR Inc.), Loan and Security Agreement (Women Com Networks Inc), Endwave Corp

No Impairment. The Company shall not, by amendment of the Certificate or its Certificate of Incorporation by-laws or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 5 contracts

Samples: Virtusa Corp, Datawatch Corp, Virtusa Corp

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or Bylaws, or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Companyit hereunder, but shall at all times in good faith assist in the carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairmentWarrant.

Appears in 5 contracts

Samples: Subscription Agreement, Subscription Agreement, Purchase Common Stock (Sky Quarry Inc.)

No Impairment. The Company shall not, by amendment of its Certificate ------------- Articles of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 5 contracts

Samples: Salon Internet Inc, Haht Commerce Inc, Haht Commerce Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or by-laws, or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 5 contracts

Samples: Tetralogic Pharmaceuticals Corp, Tetralogic Pharmaceuticals Corp, MEDecision, Inc.

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation Constitution or through a any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Article 2 Section 5 and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under this Article of the Purchaser against impairment.

Appears in 5 contracts

Samples: Convertible Note Purchase Agreement (Integrated Media Technology LTD), Convertible Note Purchase Agreement (Integrated Media Technology LTD), Convertible Note Purchase Agreement (Integrated Media Technology LTD)

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation or through a 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 to be observed or performed under this Warrant warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 5 contracts

Samples: Dilution Agreement (Practicexpert Inc), Family Home Health Services, Inc., Iceweb Inc

No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s Xxxxxx's rights under this Article against impairment.

Appears in 4 contracts

Samples: Sento Corp, Micro Component Technology Inc, Loudeye Corp

No Impairment. The Company shall not, by amendment of its the Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 4 contracts

Samples: Tranzyme Inc, Tranzyme Inc, Tranzyme Inc

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation Organization or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article 2 against impairment.

Appears in 4 contracts

Samples: Rice Energy Inc., Rice Energy Inc., Rice Energy Inc.

No Impairment. The Company shall will not, by amendment of its Certificate certificate of Incorporation incorporation or through a any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 Warrant and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the exercise rights under this Article of the Holder of the Warrant against impairment.

Appears in 4 contracts

Samples: Right of First Refusal and Option Agreement (Finwise Bancorp), Conversion Services International Inc, Conversion Services International Inc

No Impairment. The Company shall not, by amendment of its the Certificate of Incorporation (the "Certificate") or its by-laws or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 4 contracts

Samples: Accounts Receivable Financing Agreement (Mercator Software Inc), Tolerrx Inc, Greenfield Online Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation Incorporation, or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 4 contracts

Samples: Tetralogic Pharmaceuticals Corp, Tetralogic Pharmaceuticals Corp, GigOptix, Inc.

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 4 contracts

Samples: Earthshell Container Corp, Earthshell Container Corp, Earthshell Container Corp

No Impairment. The Company shall not, by amendment of the Certificate or its Certificate of Incorporation by-laws or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 4 contracts

Samples: Stockholders’ Agreement (Radius Health, Inc.), Stockholders’ Agreement (Radius Health, Inc.), Radius Health, Inc.

No Impairment. The Company shall will not, by amendment of its Certificate of Incorporation or through a any reorganization, transfer of assets, consolidation, merger, share exchange, dissolution, issueissuance, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 III and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the holder of this Article Warrant against impairment.

Appears in 4 contracts

Samples: PSM Holdings Inc, PSM Holdings Inc, PSM Holdings Inc

No Impairment. The Company shall will not, by amendment of its Certificate Articles of Incorporation or any other organizational or shareholder rights documents of the Company, or through a any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the holder of this Article Warrant against impairment.

Appears in 4 contracts

Samples: NGTV, Intellect Neurosciences, Inc., Intellect Neurosciences, Inc.

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation or bylaws or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be reasonably necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Baudax Bio, Inc.), Purchase and Sale Agreement (Alkermes Plc.), Purchase and Sale Agreement (Recro Pharma, Inc.)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 4 contracts

Samples: Genoptix Inc, Genoptix Inc, Genoptix Inc

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation or by-laws, or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 Section 3 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 3 contracts

Samples: Master Security Agreement (Reply! Inc), Reply! Inc, Reply! Inc

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation Association or through a 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 to be observed or performed under this Warrant warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect the Holder’s rights under this Article against impairment.

Appears in 3 contracts

Samples: Tefron LTD, Tefron LTD, Lieberman Martin

No Impairment. The Company shall not, by amendment of its Restated Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article 2 against impairment.

Appears in 3 contracts

Samples: Poshmark, Inc., Poshmark, Inc., Poshmark, Inc.

No Impairment. The Company shall will not, by amendment of its Certificate of Incorporation or through a any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 Section 3 and in the taking of all such action actions as may be necessary or appropriate in order to protect Holder’s the rights under of the holder of this Article warrant against impairment.

Appears in 3 contracts

Samples: Nanogen Inc, Nanogen Inc, Nanogen Inc

No Impairment. (a) The Company shall will not, by amendment to its Company’s certificate of its Certificate of Incorporation incorporation or bylaws or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed of the Warrants or performed under this Warrant by the CompanyAgreement, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 such terms and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights of the Warrantholders and the Beneficial Owners under this Article Warrant Agreement against impairment.

Appears in 3 contracts

Samples: Warrant Agreement (Chesapeake Energy Corp), Warrant Agreement (Chesapeake Energy Corp), Warrant Agreement (Chesapeake Energy Corp)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or bylaws, or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.this

Appears in 3 contracts

Samples: Better Choice Co Inc., Better Choice Co Inc., Better Choice Co Inc.

No Impairment. The Company shall not, by amendment of its the Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 3 contracts

Samples: BG Medicine, Inc., BG Medicine, Inc., BG Medicine, Inc.

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No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all of all the provisions of this Article 2 Section 3 and in taking all such action as may be necessary or appropriate to protect the Holder’s rights under this Article Section 3 against impairment.

Appears in 3 contracts

Samples: Subscription Agreement (RMR Industrials, Inc.), Membership Interests Purchase Agreement (Marine Drive Mobile Corp.), Note Purchase Agreement (American Petro-Hunter Inc)

No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but and shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 3 contracts

Samples: Cardiovascular Systems Inc, Cardiovascular Systems Inc, Cardiovascular Systems Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Article Section 2 and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under this Article of the Purchaser against impairment.

Appears in 3 contracts

Samples: Convertible Note and Warrant Purchase Agreement (DigitalPost Interactive, Inc.), Securities Purchase Agreement (DigitalPost Interactive, Inc.), DigitalPost Interactive, Inc.

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying carry out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairmentSection 2.

Appears in 3 contracts

Samples: Cellegy Pharmaceuticals Inc, Adaptec Inc, Adaptec Inc

No Impairment. The Company shall Corporation will not, by amendment of its Certificate of Incorporation articles or through a any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the CompanyCertificate, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 and in the taking all such of any action as may be necessary or appropriate in order to protect Holder’s the rights under this Article of the Holder against impairment.

Appears in 3 contracts

Samples: Share and Warrant Subscription Agreement (Mitel Networks Corp), Francisco Partners GP II Management, LLC, Morgan Stanley

No Impairment. The Company shall not, by amendment of its Certificate certificate of Incorporation incorporation or through a any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Article 2 Section 5 and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under this Article of the Warrantholder against impairment.

Appears in 3 contracts

Samples: Warrant (Microvision Inc), Warrant (Microvision Inc), Warrant (Walsin Lihwa Corp)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation charter documents or through a 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 to be observed or performed under this Warrant warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 3 contracts

Samples: Viveve Medical, Inc., Viveve Medical, Inc., Viveve Medical, Inc.

No Impairment. The Company shall not, by amendment of its the Certificate of Incorporation or through a 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 that the Company is to be observed observe or performed perform under this Warrant by the CompanyWarrant, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 5 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article 5 against impairment.

Appears in 3 contracts

Samples: Shotspotter, Inc, Shotspotter, Inc, Shotspotter, Inc

No Impairment. The Company shall will not, by amendment of its Certificate of Incorporation ------------- Incorporation, as amended, or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall it will at all times in good faith assist in the carrying out of all of the provisions of this Article 2 Warrant and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the holder of this Article Warrant against impairment.

Appears in 3 contracts

Samples: Registration Rights Agreement (Interliant Inc), Common Stock Purchase Warrant (Interliant Inc), Interliant Inc

No Impairment. The Company shall will not, by amendment of its Certificate of Incorporation or through a any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 Warrant and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the holder of this Article Warrant against impairment.

Appears in 3 contracts

Samples: Cv Therapeutics Inc, Cv Therapeutics Inc, Cv Therapeutics Inc

No Impairment. The Company shall not, directly or indirectly, by amendment of its Certificate of Incorporation or other governing or organizational documents, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities assets, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under of this Warrant by the CompanyWarrant, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 such terms and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the Holder of this Article Warrant against dilution or other impairment.

Appears in 3 contracts

Samples: Exchange and Purchase Agreement (Liveperson Inc), Liveperson Inc, Liveperson Inc

No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be reasonably necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 2 contracts

Samples: Imprivata Inc, Imprivata Inc

No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 Section 9 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article Section against impairment.

Appears in 2 contracts

Samples: Warrant Agreement (Boulder Acquisitions Inc), Warrant Agreement (Basic Empire Corp)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article Section 2 and in taking all such action as may be reasonably necessary or appropriate to protect the Registered Holder’s rights under this Article Section 2 against impairment.

Appears in 2 contracts

Samples: Applied Therapeutics Inc., Applied Therapeutics Inc.

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 Sections 12 and 13 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article Section 14 against impairment.

Appears in 2 contracts

Samples: Viveve Medical, Inc., Viveve Medical, Inc.

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, reincorporation, 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 Warrant and in taking all such action as may be necessary or appropriate to protect the Holder’s rights under this Article Warrant against impairment.

Appears in 2 contracts

Samples: Grow Ny Warrant Agreement, Grow Ny Warrant Agreement

No Impairment. The Company shall not, by amendment of its Articles or Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all ail such action as may be necessary or appropriate to protect Holder’s rights under this Article 2 against impairment.

Appears in 2 contracts

Samples: Investor Rights Agreement (Collegium Pharmaceutical, Inc), Investor Rights Agreement (Collegium Pharmaceutical Inc)

No Impairment. The Company Corporation shall not, by amendment of its ------------- Certificate of Incorporation or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms term to be observed or performed under this Warrant hereunder by the Company, Corporation but shall at all times in good faith assist in the carrying out of all the provisions of this Article Section 2 and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s rights under this Article the Conversion Rights of the holders of Preferred Stock against impairment.

Appears in 2 contracts

Samples: Stock Restriction Agreement (Sequenom Inc), Stock Restriction Agreement (Sequenom Inc)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall will at all times in good faith faith, assist in the carrying out of all the provisions of this Article 2 Section 3.4 and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights of the Holder under this Article the Agreement against impairment.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Trident Brands Inc), Securities Purchase Agreement (Trident Brands Inc)

No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a 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 to be observed or performed under this Warrant by the Company in a manner that treats Holder materially differently than the holders of the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairmentSeries A Preferred Stock.

Appears in 2 contracts

Samples: Apptio Inc, Apptio Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or other organizational documents or through a reorganization, transfer of assets, consolidation, merger, dissolution, issueissuance, or sale of its securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but Company and shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article Section against impairment.

Appears in 2 contracts

Samples: Epizyme, Inc., HUTCHMED (China) LTD

No Impairment. The Company shall will not, by amendment of its Certificate of Incorporation or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, intentionally avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall it will at all times in good faith assist in the carrying out of all of the provisions of this Article 2 Warrant and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the holder of this Article Warrant against impairment.

Appears in 2 contracts

Samples: Chaparral Network Storage Inc, Chaparral Network Storage Inc

No Impairment. The Company shall not, by amendment of its Certificate Articles of Incorporation Association or through a 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 to be observed or performed under this Warrant warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 2 contracts

Samples: Radview Software LTD, Radview Software LTD

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation Incorporation, as amended, or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 2 contracts

Samples: Letter Agreement (Cdknet Com Inc), Cdknet Com Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, but shall at all times in good faith assist in the carrying out of all the provisions of this Article 2 Section 12 and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the Holder of this Article Warrant against impairment.

Appears in 2 contracts

Samples: Agreement (Ratexchange Corp), Agreement (Ratexchange Corp)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 2 contracts

Samples: Warrant to Purchase Stock (Fitbit Inc), Fitbit Inc

No Impairment. The Company shall not, by amendment any action, including, without limitation, amending its certificate of its Certificate of Incorporation incorporation or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under of this Warrant by the CompanyWarrant, but shall at all times in good faith assist in the carrying out of all the provisions of this Article 2 such terms and in the taking of all such action actions as may be necessary or appropriate in order to protect Holder’s the rights under this Article of the Holder against impairment.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Idt Venture Capital Corp), Common Stock Purchase Warrant (Document Security Systems Inc)

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation Articles or Operating Agreement, or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article against impairment.

Appears in 2 contracts

Samples: GigOptix, Inc., GigOptix, Inc.

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant hereunder by the Company, Company but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 Section 9 and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the exercise rights under this Article of the Holder against undue impairment.

Appears in 2 contracts

Samples: Sinohub, Inc., Sinohub, Inc.

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation Incorporation, as then in effect, or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 2 contracts

Samples: SPS Commerce Inc, SPS Commerce Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or bylaws or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 2 contracts

Samples: Acceleron Pharma Inc, Acceleron Pharma Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 Warrant and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 2 contracts

Samples: Senior Subordinated Note Purchase and Security Agreement (Physicians Formula Holdings, Inc.), Senior Subordinated Note Purchase and Security Agreement (Physicians Formula Holdings, Inc.)

No Impairment. The Company shall will not, by amendment of its Certificate ------------- of Incorporation or through a any reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall will at all times in good faith assist in carrying out all of all the provisions of this Article 2 and Warrant in taking all such action as may be necessary or appropriate order to protect Holder’s the rights under this Article of the Warrant Holder against impairmentimpairment of the exercise rights provided for herein.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Whittaker Corp), Whittaker Corp

No Impairment. The Company shall not, by amendment of its Amended and Restated Certificate of Incorporation (the “Restated Certificate”) or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 2 contracts

Samples: ARYx Therapeutics, Inc., Anesiva, Inc.

No Impairment. The Company shall not, by amendment of its Certificate Articles of ------------- Incorporation or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s 's rights under this Article 2 against impairment.

Appears in 2 contracts

Samples: Plumtree Software Inc, Plumtree Software Inc

No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or by-laws, or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 Section 3 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

Appears in 2 contracts

Samples: Rubicon Technology, Inc., Convio, Inc.

No Impairment. The Company shall not, by amendment of its Certificate articles or certificate of Incorporation incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times when this Warrant is outstanding in good faith assist in carrying out of all the provisions of this Article 2 3 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under issue the Shares pursuant to the terms of this Article against impairment.Warrant..

Appears in 2 contracts

Samples: 17 Education & Technology Group Inc., 17 Education & Technology Group Inc.

No Impairment. The Company shall will not, by amendment of its Certificate of Incorporation or through a any reorganization, acquisition, business combination, transfer of assets, consolidation, merger, dissolution, issue, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under of this Warrant by the CompanyWarrant, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 such terms and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the holder of this Article against impairment.Warrant. Without limiting the generality of the foregoing, the Company:

Appears in 2 contracts

Samples: Long Distance International Inc, Long Distance International Inc

No Impairment. The Company shall will not, by amendment of its Certificate Articles of Incorporation or Bylaws, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, 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 to be observed or performed under of this Warrant by the CompanyWarrant, but shall will at all times in good faith assist in the carrying out of all the provisions of this Article 2 such terms and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the rights under of the Holder against the avoidance of observance or performance of any of the terms of this Article against impairmentWarrant.

Appears in 2 contracts

Samples: Tarragon Corp, Tarragon Corp

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