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
Sources: Warrant Agreement (Blue Water Acquisition Corp.), Warrant Agreement (Blue Water Acquisition Corp.), Warrant Agreement (Kaltura 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 rights under this Article against impairment.
Appears in 67 contracts
Sources: Warrant Agreement (Liquidia Technologies Inc), Warrant Agreement (Liquidia Technologies Inc), Warrant Agreement (1Life Healthcare 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
Sources: Warrant Agreement, Warrant Agreement (Organovo Holdings, Inc.), Warrant Agreement (Evelo Biosciences, 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
Sources: Warrant Agreement (Betawave Corp.), Warrant Agreement (Wireless Ronin Technologies Inc), Warrant Agreement (Syntellect 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
Sources: Warrant Agreement, Warrant Agreement (Five9, Inc.), Warrant Agreement (Homeaway 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
Sources: Warrant Agreement (L2 Medical Development Co), Warrant Agreement (A123 Systems Inc), Warrant Agreement (A123 Systems Inc)
No Impairment. The Company shall will not, by amendment of its Certificate Amended and Restated Articles 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 4 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 of the Warrants against impairment.
Appears in 23 contracts
Sources: Warrant Agreement (Himalaya Technologies, Inc), Warrant Agreement (Himalaya Technologies, Inc), Warrant Agreement (Himalaya Technologies, 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
Sources: Warrant Agreement (MTM Technologies, Inc.), Warrant Agreement (MTM Technologies, Inc.), Warrant Agreement (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
Sources: Warrant Agreement (CS Disco, Inc.), Warrant Agreement (Alkami Technology, Inc.), Warrant Agreement (Alkami Technology, 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
Sources: Warrant Agreement (Industrial Tech Acquisitions II, Inc.), Warrant Agreement (Industrial Tech Acquisitions II, Inc.), Warrant Agreement (Industrial Tech Acquisitions II, 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 's rights under this Article against impairment.
Appears in 14 contracts
Sources: Warrant Agreement (American Standard Energy Corp.), Warrant Agreement (Famous Uncle Als Hot Dogs & Grille Inc), Warrant Agreement (Satcon Technology 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 's rights under this Article against impairment.
Appears in 14 contracts
Sources: Warrant Agreement (Kaltura Inc), Loan and Security Agreement (North American Scientific Inc), Warrant Agreement (Jamdat Mobile 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
Sources: Stock Purchase Warrant (Vertical Computer Systems Inc), Warrant Agreement (Invuity, Inc.), Amendment to Amended and Restated Credit Agreement (Tri-S Security Corp)
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
Sources: Warrant Agreement (Marpai, Inc.), Warrant Agreement (Marpai, Inc.), Warrant Agreement (Marpai, Inc.)
No Impairment. The Company shall will not, by amendment of its Certificate Articles 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 as may be necessary or appropriate in order to protect Holder’s rights under this Article the Conversion Rights of the Holder against impairment.
Appears in 13 contracts
Sources: Convertible Note Agreement (Cargo Connection Logistics Holding, Inc.), Convertible Note (Advantage Capital Development Corp), Convertible Note Agreement (Championlyte Holdings 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
Sources: Warrant Agreement (Combinatorx, Inc), Warrant Agreement (Combinatorx, Inc), Warrant Agreement (Bridgepoint Education 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
Sources: Note and Warrant Purchase Agreement (Amyris, Inc.), Warrant Agreement (Amyris, Inc.), Warrant Agreement (Amyris, 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
Sources: Warrant Agreement (Amber Road, 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 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
Sources: Warrant Agreement (Nupathe Inc.), Warrant Agreement (Nupathe Inc.), Warrant Agreement (Nupathe 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
Sources: Warrant Agreement (Athenahealth Inc), Warrant Agreement (Athenahealth Inc), Warrant Agreement (Athenahealth 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
Sources: Stock Purchase Warrant (Marrone Bio Innovations Inc), Warrant Agreement (Marrone Bio Innovations Inc), Preferred Stock Purchase Warrant (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 necessary or appropriate to protect Holder’s rights under this Article against impairment.
Appears in 8 contracts
Sources: Warrant Agreement (Nexx Systems Inc), Warrant Agreement (Nexx Systems Inc), Warrant Agreement (Document Capture Technologies, 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
Sources: Warrant to Purchase Preferred Stock (Bloom Energy Corp), Warrant Agreement (Bloom Energy Corp), Warrant to Purchase Preferred Stock (CytomX Therapeutics, 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 as may be necessary or appropriate in order to protect Holder’s the exercise rights under of the holder of this Article Warrant against impairment.
Appears in 7 contracts
Sources: Common Stock Purchase Warrant (Tombstone Exploration Corp), Common Stock Purchase Warrant (Ethos Environmental, Inc.), Common Stock Purchase Warrant (Tombstone Exploration 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 's rights under this Article against impairment.
Appears in 7 contracts
Sources: Warrant Agreement (Sirtris Pharmaceuticals, Inc.), Warrant Agreement (Alnylam Pharmaceuticals Inc), Loan and Security Agreement (Critical Therapeutics 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
Sources: Warrant Agreement (Neuronetics, Inc.), Warrant Agreement (NanoString Technologies Inc), Warrant Agreement (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
Sources: Warrant Agreement (Airtran Holdings Inc), Warrant Agreement (Discovery Zone Inc), Warrant Agreement (Discovery Zone 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 7 contracts
Sources: Warrant Agreement (Qt Imaging Holdings, Inc.), Warrant Agreement (Qt Imaging Holdings, Inc.), Exchange and Purchase Agreement (Liveperson 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
Sources: Purchase Agreement (Tellium Inc), Purchase Agreement (Tellium Inc), Settlement Agreement (Ratexchange Corp)
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
Sources: Loan and Security Agreement (Emagin Corp), Loan and Security Agreement (Emagin Corp), Loan and Security Agreement (Emagin Corp)
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
Sources: Warrant Agreement (Yext, Inc.), Warrant Agreement (Yext, Inc.), Warrant Agreement (Borderfree, 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
Sources: Warrant Agreement (Sadhana Equity Investment, Inc.), Warrant Agreement (Anasazi Capital Corp), Warrant Agreement (Family Home Health Services, Inc.)
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
Sources: Revenue Participation Agreement, Loan and Security Agreement (Sunesis Pharmaceuticals Inc), Revenue Participation Agreement (Sunesis Pharmaceuticals 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 6 contracts
Sources: Warrant Agreement (EPIRUS Biopharmaceuticals, Inc.), Warrant Agreement (Trevena Inc), Warrant Agreement (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 's rights under this Article against impairment.
Appears in 5 contracts
Sources: Warrant Agreement (Iceweb Inc), Warrant Agreement (Practicexpert Inc), Warrant Agreement (Vocus, 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
Sources: Warrant Agreement (Salon Internet Inc), Warrant Agreement (Zhone Technologies Inc), Warrant Agreement (Haht Commerce 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
Sources: Common Stock Purchase Warrant (Softbank Technology Ventures Iv Lp), Common Stock Purchase Warrant (Softbank Technology Ventures Iv Lp), Purchase Warrant (Elastic Networks Inc)
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
Sources: Subscription Agreement, Subscription Agreement, Warrant to 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 2 against impairment.
Appears in 5 contracts
Sources: Warrant to Purchase Stock (3PAR Inc.), Warrant Agreement (Endwave Corp), Loan and Security Agreement (Women Com Networks 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
Sources: 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 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
Sources: Services and Investment Agreement (Exco Resources Inc), Warrant Agreement (Exco Resources Inc), Warrant Agreement (Exco Resources 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 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
Sources: Warrant Agreement (Virtusa Corp), Warrant Agreement (Datawatch Corp), Warrant Agreement (Virtusa 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 rights under this Article against impairment.
Appears in 5 contracts
Sources: Warrant Agreement (Tetralogic Pharmaceuticals Corp), Warrant Agreement (Tetralogic Pharmaceuticals Corp), Warrant to Purchase Stock (Physiometrix 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
Sources: Warrant Agreement (Tetralogic Pharmaceuticals Corp), Warrant Agreement (Tetralogic Pharmaceuticals Corp), Warrant Agreement (GigOptix, 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 's rights under this Article against impairment.
Appears in 4 contracts
Sources: Warrant Agreement (Tranzyme Inc), Warrant Agreement (Tranzyme Inc), Warrant Agreement (Tranzyme 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
Sources: Warrant Agreement (Earthshell Container Corp), Warrant Agreement (Earthshell Container Corp), Warrant Agreement (Earthshell Container 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, 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
Sources: Warrant Agreement (PSM Holdings Inc), Warrant Agreement (PSM Holdings Inc), Warrant Agreement (PSM Holdings Inc)
No Impairment. The Company shall notnot by any action including, by amendment without limitation, amending its certificate of its Certificate of Incorporation 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 of this Warrant by the CompanyWarrant, but shall will at all times in good faith assist in carrying carry out of all the provisions of this Article 2 such terms and in taking take all such action actions as may be necessary or appropriate to protect Holder’s the rights under this Article of Holders against impairment.
Appears in 4 contracts
Sources: Warrant Agreement (Penn Treaty American Corp), Warrant Agreement (Penn Treaty American Corp), Warrant Agreement (Penn Treaty American Corp)
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 4 contracts
Sources: Warrant Agreement (Sento Corp), Warrant to Purchase Stock (Micro Component Technology Inc), Warrant Agreement (Loudeye 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
Sources: Warrant Agreement (Radius Health, Inc.), Warrant Agreement (Radius Health, Inc.), Warrant Agreement (Radius Health, 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 Paragraph 4 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
Sources: Warrant Agreement (Argos Therapeutics Inc), Warrant Agreement (Epix Medical Inc), Warrant Agreement (Epix Medical 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
Sources: Warrant Agreement (Rice Energy Inc.), Warrant Agreement (Rice Energy Inc.), Warrant Agreement (Rice Energy 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
Sources: Warrant Agreement (Genoptix Inc), Warrant Agreement (Genoptix Inc), Warrant Agreement (Genoptix 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
Sources: 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 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
Sources: Accounts Receivable Financing Agreement (Mercator Software Inc), Warrant Agreement (Tolerrx Inc), Warrant Agreement (Greenfield Online Inc)
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
Sources: Warrant Agreement (Viveve Medical, Inc.), Warrant to Purchase Stock (Viveve Medical, Inc.), Warrant Agreement (Viveve Medical, Inc.)
No Impairment. The Company shall not, by amendment of its Certificate certificate of Incorporation incorporation 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 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 3 contracts
Sources: Warrant Agreement (MYnd Analytics, Inc.), Warrant Agreement (MYnd Analytics, Inc.), Warrant Agreement (MYnd Analytics, 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
Sources: Warrant Agreement (BG Medicine, Inc.), Warrant Agreement (BG Medicine, Inc.), Warrant Agreement (BG Medicine, 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 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
Sources: 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 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
Sources: Warrant Agreement (Tefron LTD), Warrant Agreement (Tefron LTD), Warrant Agreement (Lieberman Martin)
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
Sources: Class 1 Convertible Preferred Share and Warrant Subscription Agreement (Mitel Networks Corp), Warrant Agreement (Francisco Partners GP II Management, LLC), Warrant Agreement (Morgan Stanley)
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
Sources: Warrant to Purchase Preferred Stock (Reply! Inc), Warrant to Purchase Preferred Stock (Reply! Inc), Master Security Agreement (Reply! Inc)
No Impairment. The Company shall will not, by amendment of its Certificate certificate of Incorporation incorporation or Bylaws 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 assist in the carrying out of all the provisions of this Article 2 Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect Holder’s the exercise and conversion rights under this Article of the Holder against impairment.
Appears in 3 contracts
Sources: Convertible Promissory Note (Clarus Therapeutics Inc), Convertible Promissory Note (Clarus Therapeutics Inc), Unsecured Convertible Promissory Note (Clarus Therapeutics Inc)
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
Sources: Warrant Agreement (Microvision Inc), Warrant Agreement (Walsin Lihwa Corp), Warrant Agreement (Microvision Inc)
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
Sources: Warrant Agreement (Poshmark, Inc.), Warrant Agreement (Poshmark, Inc.), Warrant Agreement (Poshmark, 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
Sources: Warrant Agreement (Cardiovascular Systems Inc), Warrant Agreement (Cardiovascular Systems Inc), Warrant Agreement (Cardiovascular Systems 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
Sources: Warrant Agreement (Shotspotter, Inc), Warrant Agreement (Shotspotter, Inc), Warrant Agreement (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
Sources: Securities Purchase Agreement (Interliant Inc), Engagement Letter (Interliant Inc), Common Stock Purchase Warrant (Interliant 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
Sources: Securities Purchase Agreement (DigitalPost Interactive, Inc.), Convertible Note and Warrant Purchase Agreement (DigitalPost Interactive, Inc.), Subscription Agreement (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
Sources: Warrant Agreement (Cellegy Pharmaceuticals Inc), Warrant Agreement (Adaptec Inc), Warrant Agreement (Adaptec 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
Sources: Warrant Agreement (Cv Therapeutics Inc), Warrant Agreement (Cv Therapeutics Inc), Warrant Agreement (Cv Therapeutics 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 3 contracts
Sources: Warrant Agreement, Warrant Agreement, Warrant Agreement
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
Sources: Warrant Agreement (Better Choice Co Inc.), Warrant Agreement (Better Choice Co Inc.), Warrant Agreement (Better Choice Co 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 6 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 Warrantholders against impairment.
Appears in 3 contracts
Sources: Warrant Agreement (National Media Corp), Warrant Agreement (National Media Corp), Warrant Agreement (National Media 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
Sources: Warrant Agreement (Northern Star Acquisition Corp.), Warrant Agreement (Northern Star Acquisition 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 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
Sources: Securities Agreement (Viveve Medical, Inc.), Securities Agreement (Viveve Medical, 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 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
Sources: Warrant Agreement (Applied Therapeutics Inc.), Common Stock Purchase Warrant (Applied Therapeutics 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
Sources: Warrant Agreement (GigOptix, Inc.), Warrant Agreement (GigOptix, Inc.)
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
Sources: Warrant Agreement (Cdknet Com Inc), Warrant Agreement (Cdknet Com 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
Sources: Warrant Agreement (Imprivata Inc), Warrant Agreement (Imprivata 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
Sources: Warrant Agreement (Radview Software LTD), Warrant Agreement (Radview Software LTD)
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
Sources: Warrant Agreement (17 Education & Technology Group Inc.), Warrant Agreement (17 Education & Technology Group 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 rights under this Article against impairmentImpairment.
Appears in 2 contracts
Sources: Warrant Agreement (Carbylan Therapeutics, Inc.), Warrant Agreement (Carbylan 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. Notwithstanding the foregoing, no amendment to the Company’s Certificate of Incorporation shall be prohibited by this Section 2.5 if such amendment affects all holders of Shares in the same manner.
Appears in 2 contracts
Sources: Warrant Agreement (Masergy Communications Inc), Warrant Agreement (Masergy Communications Inc)
No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation Organization 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 rights under this Article against impairment.
Appears in 2 contracts
Sources: Warrant Agreement (Smart Move, Inc.), Warrant Agreement (Smart Move, Inc.)
No Impairment. The Company shall not, by amendment of its Articles/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 impairment2.
Appears in 2 contracts
Sources: Warrant Agreement (Singulex Inc), Warrant Agreement (Singulex 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
Sources: Brokerage Agreement (Ratexchange Corp), Brokerage Agreement (Ratexchange 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
Sources: Warrant Agreement (ARYx Therapeutics, Inc.), Warrant Agreement (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
Sources: Warrant Agreement (Plumtree Software Inc), Warrant Agreement (Plumtree Software 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 2 contracts
Sources: Warrant Agreement (Fitbit Inc), Warrant Agreement (Fitbit 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
Sources: 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
Sources: Warrant Agreement (Apptio Inc), Warrant Agreement (Apptio 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
Sources: Convertible Subordinated Note (Whittaker Corp), Stock Purchase Agreement (Whittaker Corp)
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 Section 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
Sources: Warrant Agreement (Domo, Inc.), Warrant Agreement (Enphase Energy, Inc.)
No Impairment. The Company shall will not, by amendment of its Certificate Amended and Restated Articles of Incorporation or Bylaws 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 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 this Article of the Registered Holder against impairment.
Appears in 2 contracts
Sources: Warrant Agreement (Arcadia Biosciences, Inc.), Warrant Agreement (Arcadia Biosciences, Inc.)
No Impairment. The So long as this Warrant is outstanding, 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, 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 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 hereunder against impairment.
Appears in 2 contracts
Sources: Warrant Agreement (Bellicum Pharmaceuticals, Inc), Warrant Agreement (Bellicum Pharmaceuticals, 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
Sources: Warrant Agreement (Acceleron Pharma Inc), Warrant Agreement (Acceleron Pharma 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
Sources: 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 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
Sources: 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 any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, 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 will 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 holders of this Article Warrant against impairment.
Appears in 2 contracts
Sources: Warrant Agreement (Gadzoox Networks Inc), Agreement and Warrant to Purchase Common Stock (Gadzoox Networks Inc)