NONCIRCUMVENTION Sample Clauses

NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants or this Warrant Agreement, and will at all times in good faith carry out all the provisions of the Warrants and this Warrant Agreement. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of the Warrants above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of the Warrants, (iii) shall, so long as the Series A Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Series A Warrants, 100% of the number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without regard to any limitations on exercise), and (iv) from and after the Authorized Shares Increase Date shall, so long as the Series B Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Series B Warrants, 100% of the number of shares of Common Stock issuable upon exercise of the Warrants then outstanding (without regard to any limitations on exercise).
NONCIRCUMVENTION. The Company covenants not to directly or indirectly circumvent Nexcore or any of its affiliates with respect to any relationships introduced or made known to the Company by Nexcore as a direct or indirect result of this Agreement, including but not limited to investors, purchasers of power, and professionals, without the prior written consent of Nexcore. In the event of a breach of this section by the Company, Nexcore will have all injunctive and equitable relief available, as well as all other remedies at law or in equity.
NONCIRCUMVENTION. It is understood that in connection with the transactions contemplated hereby, HPG has been and will be seeking to find investors willing to provide loans and/or capital investments to finance business plans. In connection therewith, NXPN will not, and it will cause its directors, officers, employees, agents and representatives not to attempt, directly or indirectly, (i) to contact any party introduced to it by HPG, or (ii) deal with, or otherwise become involved in any transaction with any party which has been introduced to it by HPG, without the express written permission of the introducing party and without having entered into a commission agreement with the introducing party. Any violation of the covenant shall be deemed an attempt to circumvent HPG, and the party so violating this covenant shall be liable for damages in favor of the circumvented party.
NONCIRCUMVENTION. Neither Party nor any of their Affiliated Entities shall directly or indirectly circumvent, avoid, bypass, or in any way obviate the other Party’s rights under this Agreement. The terms of this Agreement are binding upon Affiliated Entities of the each Party to the extent any Affiliated Entity(s) violate(s) or proximately causes a violation of any of the terms of this Agreement. In the event of a violation proximately caused by an Affiliated Entity(s) of either Party, the Party which is affiliated therewith agrees to be pecuniarily liable to the other Party(s) as if they had directly violated the terms hereof. In the event an Affiliated Entity(s) violates or proximately causes a violation of the terms hereof, the Party which is affiliated with such Entity shall indemnify and keep the other Party(s) whole as if it/he had directly violated the terms hereof, and the aggrieved Party(s) shall be entitled to attach and/or to offset the share of any proceeds of the other Party under this Agreement. Notwithstanding the above, the Affiliated Entity(s) of either Party shall NOT be liable to other Party for violations of this Agreement, proximately caused by a Party hereto without the willful, material, in such violation by the Affiliated Entity(s).
NONCIRCUMVENTION. The Parties acknowledge that each has expended considerable time, effort and resources to create valued-business relationships and promising opportunities with respect to which the other Party may be introduced during the course of this relationship. Therefore, during the Term and for a period of one (1) year thereafter, each Party agrees that it shall not, directly or indirectly hire, solicit, nor attempt to hire or solicit the services or business of any employee of the other Party without the prior written consent of the other Party.
NONCIRCUMVENTION. Notwithstanding anything to the contrary in this Agreement, Client and Telestax agree not to contact or initiate contact at any time for any purpose, either directly or indirectly, with any end-user whose identity was revealed, or who initially purchased Services, through the efforts of Either Party, or any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of Either Party, unless such approval is specifically granted in written form by the Other Party on a case-by-case basis in its sole discretion. Both Parties further agree not to undertake any transaction or a series of transactions of any kind with the end-user or to collect any fees in connection with the end-user without the express prior written agreement of the other party, which agreement may be withheld in the sole discretion of the other party.
NONCIRCUMVENTION. The Company agrees not to sell, contract to sell, offer to sell, solicit offers for the purchase, or otherwise dispose of or offer to dispose of or enter into any agreement to dispose of any Shares to any individual, entity, institution, venture capitalist, etc., introduced to the Company by the Placement Agent, without disclosing such an intent and without securing written authorization from the Placement Agent of such a sale or offer prior to occurrence, throughout the offering period. In any event, the Company is obliged to compensate the Placement Agent as stipulated in this Agreement.