Common use of No Dilution or Impairment Clause in Contracts

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided herein. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this Warrant, but . The Company will at all times in good faith assist in the carrying out of all such terms terms, and in the taking of all such action action, as may be necessary or appropriate in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock Common Stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the Company's Common Stock, free from all taxes, Liens and charges with respect to the issue thereof, upon the exercise of the Warrants this Warrant from time to time outstanding, outstanding and (c) will not take any action which results in any adjustment of the this current exercise price under this Warrant Price if the total number of shares of the Company's Common Stock (or Other Securitiesother securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securitiesother securities) then authorized by the Company's certificate Certificate of incorporation Incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation Certificate or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder Holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Exercise Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation ’s Certificate and available for the purpose of issue upon such exercise. The Company shall also give written notice to the Holder at least ten (10) days prior to the date on which any such voluntary action described in the first sentence of this Section 11.10 shall take place.

No Dilution or Impairment. The Company will not, by amendment of its articles or certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's articles or certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder Holder of this Warrant specifically provided hereinagainst impairment. Without limiting the generality of the foregoing, the Company (a) will shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of the Warrants from time to time outstanding, and (c) will shall not take any action which results in any adjustment of the Warrant Purchase Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate Articles of incorporation Incorporation or through any consolidationreorganization, merger, reorganizationrecapitalization, transfer of assets, dissolutionconsolidation, issue or sale of securities merger, share exchange, dissolution or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this Warrant, but including without limitation the adjustments required under Section 6 hereof, and 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 in order to protect the rights of the holder of this Warrant specifically provided hereinHolder against dilution or other impairment. Without limiting the generality of the foregoingforegoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not permit increase the par value of any shares of stock Common Stock receivable upon on the exercise of this Warrant to exceed above the amount payable therefor upon on such exercise, (b) will not take any action which results in any adjustment of the number of Warrant Shares if the total number of shares of Common Stock issuable after the action upon the exercise of the entire Warrant would exceed the total number of shares of Common Stock then authorized by the Company’s articles of incorporation and available for the purposes of issue upon such exercise or (c) will take all such action as may be necessary or appropriate in order so that the Company may validly and legally issue fully paid and nonassessable shares of stock Common Stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercisethis Warrant.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock Common Stock on the exercise of the Warrants Warrant from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue issuance upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation Certificate or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder Holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable non-assessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Exercise Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation Certificate and available for the purpose of issue upon such exercise. The Company shall also give written notice to the Holder at least ten (10) days prior to the date on which any such voluntary action described in the first sentence of this Section 11.10 shall take place.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out all of all such terms and in the taking of all such reasonable action as may be necessary or appropriate in order to protect the rights of the holder of this a Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants this Warrant from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants such action, would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue issuance upon such exercise, and (d) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets.

No Dilution or Impairment. The Company will not, by amendment of ------------------------- its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, ; and (c) will not take any action which results in any adjustment adjustments of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment amend ment of its certificate of incorporation or through any consolidationxxxxxxx dation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, outstanding and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Exercise Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, ; and (c) will not take any action which results in any adjustment adjustments of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this Warranthereof, 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 in order to protect the rights of the holder of this Warrant specifically against dilution as provided herein. Without limiting the generality of the foregoing, the Company (ai) will not permit the par value of any shares of stock Common Stock receivable upon the exercise of this any Warrant to exceed be increased to an amount that exceeds the amount payable therefor upon such exercise, (bii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on upon the exercise of the Warrants this Warrant from time to time outstanding, and (ciii) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the such action upon the exercise of all of the Warrants this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on upon the exercise of all of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment amend ment of its certificate of incorporation or through any consolidationxxxxxxx dation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, outstanding and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.Other

No Dilution or Impairment. (a) The Company will not, by amendment of its certificate of incorporation or through any reorganization, consolidation, merger, reorganizationdissolution, transfer issue, or sale of securities, sale of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this WarrantAgreement, 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 actions as may be necessary or appropriate in order to protect the rights of the holder of this Warrant specifically provided hereinHolders against dilution or other impairment. Without limiting the generality of the foregoing, the Company will: (ai) will not permit increase the par value of any shares of stock Common Stock receivable upon the exercise of this Warrant to exceed Warrants above the amount payable therefor upon such exercise, ; (bii) will at all times reserve and keep available a sufficient number of its authorized shares of Common Stock to permit the full exercise of the Warrants; (iii) not take any action that results in any adjustment of the Exercise Price if the total number of Warrant Shares issuable upon exercise of the Warrants after such action would exceed the total number of shares of Common Stock then authorized by the Company’s certificate of incorporation and available for the purpose of issuance upon such exercise; and (iv) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the non-assessable Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action Shares upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercisea Warrant pursuant to this Agreement.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities securities, or any other voluntary actionaction or omission, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this WarrantAgreement or any of the Warrants issued hereunder, but will at all times in good faith assist in the carrying out of observe and perform all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the each holder of a Warrant against dilution or other impairment of the kind specified herein, provided, however, that, subject to compliance with the applicable provisions of this Warrant specifically provided hereinAgreement, the Company shall not be prohibited by this Article VIII or by any provision of this Agreement from making decisions providing for, inter alia, the merger or consolidation of the Company or the sale of its assets which transactions, in the judgment of the Company's board of directors, are in the best interests of the Company and its stockholders. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this any Warrant to exceed the amount payable therefor therefore upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on upon the exercise of all of the Warrants from time to time outstanding, and (c) will not take any action which that results in any adjustment of the Warrant Price shares issuable upon exercise of the Warrants (or which entitles the holders of the Warrants to receive upon such exercise) if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue issuance upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities or any other voluntary actionaction or omission, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this WarrantAgreement or any of the Warrants issued hereunder, but will at all times in good faith assist in the carrying out of observe and perform all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the each holder of this a Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this any Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on upon the exercise of all of the Warrants from time to time outstanding, and (c) will not take any action which that results in any adjustment of the Warrant Purchase Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue issuance upon such exerciseexercise and (d) will not issue any capital stock of any class that (x) has the right to more than one vote per share or (y) is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless such stock is sold for a cash consideration at least equal to the amount of its preference upon voluntary or involuntary dissolution, liquidation or winding-up and the rights of the holders thereof shall be limited to a fixed per centage (not exceeding 15%) of such cash consideration in respect of participation in dividends.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation charter or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this Warrantthe Warrants, but will at all times in good faith assist in the carrying carry out of all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the holder holders of this Warrant specifically provided hereinthe Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant the Warrants to exceed 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 and legally issue issue, free from preemptive rights, fully paid and nonassessable non-assessable shares of stock on upon the exercise of the all Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation charter and available for the purpose of issue upon such exercise, and (d) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on upon the exercise of all outstanding warrants issued by the Warrants Company (including this Warrant) from time to time outstandingtime, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of outstanding warrants issued by the Warrants Company (including this Warrant) would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will Holdings shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company Holdings (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company Holdings may validly and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the CompanyHoldings's certificate of incorporation and available for the purpose of issue issuance upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, outstanding and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment ------------------------- of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, ; and (c) will not take any action which results in any adjustment adjustments of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Common Stock Exercise Price or the Preferred Stock Exercise Price if the total number of shares of Common Stock, Preferred Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock, Preferred Stock (or Other Securities) then authorized by the Company's certificate articles of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinterms. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on upon the exercise of all of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exerciseexercise and, (d) will not issue any capital stock of any class which has the right to more than one vote per share.

No Dilution or Impairment. The Company will shall not, by amendment of any of its certificate of incorporation Governing Documents or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 reasonably be necessary or appropriate requested by the Holder in order to protect the rights of the holder of this Warrant specifically provided hereinHolder against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value (if any) of any shares of stock receivable Warrant Shares issuable upon the exercise of this Warrant Warrant, if applicable, to exceed 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 and legally issue fully paid and nonassessable shares of stock on Warrant Shares upon the exercise of the Warrants from time to time outstanding, this Warrant and (c) will not take any action which that results in any adjustment of the Warrant Exercise Price if the total number of shares of Common Stock (or Other Securities) Warrant Shares issuable after the such action upon the exercise of all of the Warrants this Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation ’s Governing Documents and available for the purpose of issue issuance upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst disproportionate dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, outstanding and (c) will not take any action which results in any adjustment adjustments of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate articles of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this Warrant, but . The Company will at all times in good faith assist in the carrying out of all such terms terms, and in the taking of all such action action, as may be necessary or appropriate in order to protect the rights of the holder of this Warrant specifically provided hereinagainst 64 dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock Common Stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the Company's Common Stock, free from all taxes, Liens and charges with respect to the issue thereof, upon the exercise of the Warrants this Warrant from time to time outstanding, outstanding and (c) will not take any action which results in any adjustment of the this current exercise price under this Warrant Price if the total number of shares of the Company's Common Stock (or Other Securitiesother securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securitiesother securities) then authorized by the Company's certificate Certificate of incorporation Incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. If after the Initial Date any event shall occur as to which the provisions of this are not Warrant strictly applicable but the failure to make any adjustment would adversely affect rights under this Warrant, then, in each such case, the Company shall adjust the exercise price as reasonably determined by the Company's Board of Directors on such basis as it reasonably considers appropriate in order to preserve, without Warrant dilution, such exercise rights in accordance with the essential intent and principles of this Warrant. The Company will after the Initial Date shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this WarrantWarrant (including Sections 7 and 17), 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 in order to protect the rights of the holder holders of this Warrant specifically provided hereinthe Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results that would result in any an adjustment of the Warrant Price exercise price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants Securities would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of not amend its ------------------------- certificate of incorporation or through any consolidationconsolidate, mergermerge, reorganizationreorganized, transfer of assets, dissolutiondissolve, issue or sale of sell securities or take any other voluntary action, take any action solely or primarily to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinWarrant. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor thereof or upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock Common Stock (or Other Securities) on the exercise of the Warrants Warrant from time to time outstanding, and (c) will not take any action which results in any adjustment of the number of shares to be issued upon the exercise of this Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue issuance upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate Certificate of incorporation Incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this Warrant, but . The Company will at all times in good faith assist in the carrying out of all such terms terms, and in the taking of all such action action, as may be necessary or appropriate in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock Common Stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the Company’s Common Stock, free from all taxes, Liens and charges with respect to the issue thereof, upon the exercise of the Warrants this Warrant from time to time outstanding, outstanding and (c) will not take any action which results in any adjustment of the this current exercise price under this Warrant Price if the total number of shares of the Company’s Common Stock (or Other Securitiesother securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securitiesother securities) then authorized by the Company's certificate ’s Certificate of incorporation Incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, ; and (c) will not take any action which results in any adjustment adjustments of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.. 2.9

No Dilution or Impairment. The Company will shall not, by amendment of its certificate of incorporation or other organizational document or through any sale or other issuance of securities, capital reorganization, reclassification, recapitalization, consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities liquidation, winding-up, any similar transaction or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this WarrantAgreement, 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 in order to protect the rights of the holder each Holder of this Warrant specifically provided hereinWarrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock Common Stock or Other Securities receivable upon the exercise of this any Warrant to exceed the amount payable therefor upon such exercise, Exercise Price at any time; (b) will not permit the number of shares of Common Stock or Other Securities authorized by the Company’s certificate of incorporation and available for issuance upon the exercise of Warrants to be less at any time than the number of shares of Common Stock or Other Securities that Holders may be entitled to receive upon the exercise of all outstanding Warrants; and (c) will take and cause to be taken all such action as may be necessary or appropriate in order that the Company at all times and from time to time may validly and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action Securities upon the exercise of by any or all of the Warrants would exceed the total number Holders of shares of Common Stock (any or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exerciseall outstanding Warrants.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue issuance or sale of securities securities, or any other voluntary actionaction or omission, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this WarrantAgreement or any of the Warrants issued hereunder, but will at all times in good faith assist in the carrying out of observe and perform all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the each holder of a Warrant against dilution or other impairment of the kind specified herein, provided, however, that, subject to compliance with the applicable provisions of this Warrant specifically provided hereinAgreement, the Company shall not be prohibited by this Article VIII or by any provision of this Agreement from making decisions providing for, inter alia, the merger or consolidation of the Company or the sale of its assets which transactions, in the judgment of the Company's Board of Directors, are in the best interests of the Company and its stockholders. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this any Warrant to exceed the amount payable therefor therefore upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully wholly paid and nonassessable shares of stock on upon the exercise of all of the Warrants from time to time outstanding, and (c) will not take any action which that results in any adjustment of the Warrant Price shares issuable upon exercise of the Warrants (or which entitles the holders of the Warrants to receive upon such exercise) if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue issuance upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution 14 - 400 - or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on upon the exercise of all outstanding warrants issued by the Warrants Company (including this Warrant) from time to time outstandingtime, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of outstanding warrants issued by the Warrants Company (including this Warrant) would exceed the total number of shares of Common Stock (or Other other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of ------------------------- its certificate of incorporation charter or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this Warrantthe Warrants, but will at all times in good faith assist in the carrying carry out of all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the holder holders of this Warrant specifically provided hereinthe Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant the Warrants to exceed the amount payable therefor therefore upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue issue, free from preemptive rights, fully paid and nonassessable non-assessable shares of stock on upon the exercise of the all Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation charter and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its articles or certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (aA) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (bB) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (cC) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's articles or certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, outstanding and (c) will not take any action which results in any adjustment adjustments of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's ’s certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will shall not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's ’s certificate of incorporation and available for the purpose of issue issuance upon such exercise.

No Dilution or Impairment. The Company will shall not, by amendment of its certificate Certificate of incorporation Incorporation after the issuance of this Warrant or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder Holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock stock, free from all taxes, liens, security interests, encumbrances, preemptive rights and charges on the exercise of the Warrants from time to time outstanding, and or (c) will shall not take any action which results in any adjustment of the Class D Warrant Exercise Price and the Warrant Quantity if the total number of shares of Class C Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Class C Common Stock (or Other Securities) then authorized by the Company's certificate Certificate of incorporation Incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on the exercise of the Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Preferred Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Preferred Stock (or Other Securities) then authorized by the Company's ’s certificate of incorporation and available for the purpose of issue upon such exercise, and (d) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value or a sum determined by reference to a formula based on a published index of interest rates, an interest rate publicly announced by a financial institution or a similar indicator of interest rates in respect of participation in dividends and to a fixed sum or percentage of par value in any such distribution of assets.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed 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 and legally issue fully paid and nonassessable shares of stock on upon the exercise of all outstanding warrants issued by the Warrants Company (including this Warrant) from time to time outstandingtime, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of outstanding warrants issued by the Warrants Company (including this Warrant) would exceed the total number of shares of Common Stock (or Other other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will shall not, by amendment of its certificate articles of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder Holder of this Warrant specifically provided hereinagainst dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will shall not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor upon such exercise, (b) will shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock stock, in the case of Common Stock, free from all liens, security interests, encumbrances (in each of the foregoing cases, other than those imposed by the Holder), taxes, preemptive rights and charges on the exercise of the Warrants from time to time outstanding, and (c) will shall not take any action which results in any adjustment of the Warrant Common Stock Purchase Price if the total number of shares of Common Stock (or Other Securities) Warrant Shares issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate ’s articles of incorporation organization and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation charter or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this Warrantthe Warrants, but will at all times in good faith assist in the carrying carry out of all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the holder holders of this Warrant specifically provided hereinthe Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant the Warrants to exceed the amount payable therefor therefore upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue issue, free from preemptive rights, fully paid and nonassessable non-assessable shares of stock on upon the exercise of the all Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation ’s charter and available for the purpose of issue upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of not amend its certificate of incorporation or through any consolidationconsolidate, mergermerge, reorganizationreorganized, transfer of assets, dissolutiondissolve, issue or sale of sell securities or take any other voluntary action, take any action solely or primarily to avoid or to seek to avoid the observance or performance of any of the terms 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 in order to protect the rights of the holder of this Warrant specifically provided hereinWarrant. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any shares of stock receivable upon the exercise of this Warrant to exceed the amount payable therefor thereof or upon such exercise, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock Common Stock (or Other Securities) on the exercise of the Warrants Warrant from time to time outstanding, and (c) will not take any action which results in any adjustment of the number of shares to be issued upon the exercise of this Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants Warrant would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue issuance upon such exercise.

No Dilution or Impairment. The Company will not, by amendment of its certificate of incorporation charter or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this Warrantthe Warrants, but will at all times in good faith assist in the carrying carry out of all such terms and in the taking of take all such action as may be necessary or appropriate in order to protect the rights of the holder holders of this Warrant specifically provided hereinthe Warrants against dilution or other impairment. Without limiting the generality of the foregoing, the Company (a) will 54 12 not permit the par value of any shares of stock receivable upon the exercise of this Warrant the Warrants to exceed 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 and legally issue issue, free from preemptive rights, fully paid and nonassessable non-assessable shares of stock on upon the exercise of the all Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock (or Other Securities) issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation charter and available for the purpose of issue upon such exercise, and (d) will not issue any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in any such distribution of assets.

No Dilution or Impairment. 6.1 The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, take any action to avoid or to seek to avoid the observance or performance of any of the terms of this WarrantOption, but will at all times in good faith assist in the carrying out of all such of the terms and in the taking of all such action as may be actions necessary or appropriate in order to protect the rights of the holder of this Warrant specifically provided hereinHolder. Without limiting the generality of the foregoing, the Company Company: (a) will not permit the par value of any shares of stock Series A Stock receivable upon the exercise of this Warrant Option (or the shares of Common Stock thereunder) to exceed the amount payable therefor upon such exercise, (b) will take all such action as may be actions necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of stock Series A Stock (or the shares of Common Stock thereunder) on the exercise of the Warrants from time to time outstanding, Option and (c) will not take any action which results in any adjustment of the Warrant Unit Price if the total number of shares of Common Series A Stock (or Other Securitiesthe shares of Common Stock thereunder) issuable after the action upon the exercise of all of the Warrants Option would exceed the total number of shares of Series A Stock or Common Stock (or Other Securities) then authorized by the Company's certificate of incorporation and available for the purpose of issue issuance upon such exercise.