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: Loan and Security Agreement (Netlogic Microsystems Inc), Credit and Security Agreement (Ocular Therapeutix, Inc), Loan and Security Agreement (North American Scientific 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
Samples: Purchase Stock (XOOM Corp), Antidilution Agreement (Timeline Inc), Purchase Stock (MINDBODY, 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 31 contracts
Samples: Investors’ Rights Agreement (Seres Therapeutics, Inc.), Investor Rights Agreement (LDR Holding Corp), 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
Samples: Betawave Corp., Endocardial Solutions Inc, Wireless Ronin Technologies 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: A123 Systems Inc, A123 Systems Inc, L2 Medical Development Co
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 24 contracts
Samples: Dilution Agreement (Metastorm Inc), Anti Dilution Agreement (Homeaway Inc), Registration Rights Agreement (Tci Solutions 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), Rights Agreement (Livongo Health, 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), Common Stock Warrant (Audioeye Inc), Note and Warrant Purchase Agreement (Audioeye 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: Loan and Security Agreement (North American Scientific Inc), Jamdat Mobile Inc, Kaltura 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
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 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: Credit Agreement (Tri-S Security Corp), Credit Agreement (Tri-S Security Corp), Warrant Agreement (Alexza 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 2 against impairment.
Appears in 13 contracts
Samples: Marpai, Inc., Cidara Therapeutics, Inc., Marpai, 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: Nuvasive Inc, Bridgepoint Education Inc, Nuvasive 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., Total S.A.
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 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, CytomX Therapeutics, Inc., Bloom Energy Corp
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 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 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 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: Credit Facility Agreement (Marrone Bio Innovations Inc), Loan Agreement (Marrone Bio Innovations Inc), Credit Facility Agreement (Marrone Bio Innovations 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: CareView Communications Inc, CareView Communications Inc, NanoString Technologies 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 and Security Agreement (Critical Therapeutics Inc), Loan Modification Agreement (Critical Therapeutics 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 (Discovery Zone 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: Biolase Technology Inc, Biolase Technology Inc, Zalicus 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: Borderfree, Inc., Yext, Inc., Borderfree, 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 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 (Anasazi Capital Corp), Anti Dilution Agreement (Metastorm Inc), Anti Dilution Agreement (Sadhana Equity Investment, 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 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 and Security Agreement (Emagin Corp), Loan and Security Agreement (Emagin 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
Samples: Physiometrix Inc, Tetralogic Pharmaceuticals Corp, MEDecision, 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, Audible Inc, Haht Commerce 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
Samples: Common Stock Purchase (SWK Holdings Corp), Warrant to Purchase Common Stock (AmeriCann, Inc.), 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 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), Vocus, Inc., Iceweb 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
Samples: Virtusa Corp, Virtusa Corp, Combinatorx, Inc
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 5 contracts
Samples: Common Stock Purchase Warrant (Yext, Inc.), Common Stock Purchase Warrant (Yext, Inc.), Common Stock Purchase Warrant (Yext, 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 5 contracts
Samples: Master Services Agreement (Sunesis Pharmaceuticals Inc), Loan and Security Agreement (Sunesis Pharmaceuticals Inc), Sunesis Pharmaceuticals 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 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 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 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 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 4 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 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 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 (Alkermes Plc.), Purchase and Sale Agreement (Baudax Bio, Inc.), Purchase and Sale Agreement (Recro Pharma, 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 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, P Com 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
Samples: Tranzyme Inc, Tranzyme Inc, Tranzyme 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: GigOptix, Inc., Tetralogic Pharmaceuticals Corp, GigOptix, 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 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 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 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 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 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 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. (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 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 of Incorporation or not through a reorganization, transfer of assets, consolidation, merger, dissolution, 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 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 Section against such impairment.
Appears in 3 contracts
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. 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: Lieberman Martin, Tefron LTD, Tefron LTD
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, 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 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 (Walsin Lihwa Corp), Warrant (Microvision 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.
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: Membership Interests Purchase Agreement (Marine Drive Mobile Corp.), Note Purchase Agreement (American Petro-Hunter Inc), Subscription Agreement (RMR Industrials, 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
Samples: Viveve Medical, Inc., Viveve Medical, Inc., Viveve Medical, 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 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 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 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: Adaptec Inc, Cellegy Pharmaceuticals Inc, Adaptec 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 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 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 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
Samples: Singulex Inc, Singulex 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
Samples: Masergy Communications Inc, Masergy Communications 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 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 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: RPI Finance Trust, Epizyme, 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, 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: Pilot Network Services Inc, Primus Telecommunications 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 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 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 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 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 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 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 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
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 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 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 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 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, 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: Applied Genetic Technologies Corp, Applied Genetic Technologies 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 rights under this Article against impairmentImpairment.
Appears in 2 contracts
Samples: Carbylan Therapeutics, Inc., Carbylan 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
Samples: GigOptix, Inc., GigOptix, 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 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 2 contracts
Samples: Intraware Inc, Intraware 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 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 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
Samples: Bellicum Pharmaceuticals, Inc, Bellicum Pharmaceuticals, Inc