Various Covenants of the Company. 7.1. No Impairment or Amendment The Company shall not, and shall not permit Xxxxx Investments, Inc. ("Xxxxx") or I-Con Industries, Inc. ("I-Con") to, by any action including, without limitation, amending its charter, any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, (a) avoid or seek. to avoid the observance or performance of any of the terms of this Warrant or (b) impair or seek to impair the value of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate to protect the rights of the holder hereof against impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of Warrant Stock issuable upon exercise of this Warrant to be greater than the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly issue fully paid and nonassessable shares of Warrant Stock, (c) will obtain and maintain all such authorizations, exemptions or consents from.any public regulatory body having jurisdiction as may be necessary to enable the Company to perform its obligations under this Warrant, (d) will not issue any capital stock or enter into any agreement the terms of which would have the effect, directly or indirectly, of preventing the Company from honoring its obligations hereunder, (e) will not engage in any transaction with its officers, directors, employees, directors or stockholders or their respective "associates" and "affiliates" (as such terms are used in the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) on less than fair and reasonable terms or otherwise on less then an arm's-length basis, (f) will cause Xxxxx and I-Con to take, or will not permit Xxxxx or I-Con to take, any of the actions referred to in clauses (a), (b), (c), (d) or (e) above, and (g) will remain the sole holder of all of the issued and outstanding capital stock of Xxxxx and all options, warrants or other rights to acquire any such capital stock, and (h) will cause Xxxxx to remain the sole holder of all of the issued and outstanding capital stock of I-Con and all options, warrants or other rights to acquire any such capital stock. Without the prior written approval of the bolder hereof,...
Various Covenants of the Company. 26 11.1 No Impairment or Amendment................................. 26 11.2 Reservation of Common Stock; Qualification................. 26 11.3
Various Covenants of the Company
