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 reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, 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 taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this Warrant.

Appears in 7 contracts

Samples: Common Stock Purchase (Personnel Group of America Inc), Common Stock Purchase (Headway Corporate Resources Inc), HSQ Stock Purchase Agreement (Railworks Corp)

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No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including including, without limitation limitation, the adjustments required under Section 6 5 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairmentunder this Warrant. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock on upon the exercise of this Warrant. The Holder acknowledges and agrees that nothing in this Section 6 shall prohibit the Company from engaging in any Acquisition or taking any actions related thereto.

Appears in 3 contracts

Samples: Credit Agreement (Verenium Corp), Registration Rights Agreement (Verenium Corp), Registration Rights Agreement (Verenium Corp)

No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including including, without limitation limitation, the adjustments required under Section 6 5 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be reasonably necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock on upon the exercise of this Warrant.

Appears in 3 contracts

Samples: Common Stock Purchase (Northstar Realty), Common Stock Purchase (Northstar Realty), Common Stock Purchase (Northstar Realty)

No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Section 6 5 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on upon the exercise of this Warrant.

Appears in 3 contracts

Samples: Parent Co, Parent Co, Parent Co

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter Documents or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this the Warrant, including without limitation the adjustments required under Section 6 7 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder Warrantholder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this the Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this the Warrant above the amount payable therefor on such exercise or and (b) will take all such corporate action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this the Warrant.

Appears in 3 contracts

Samples: Bridge Loan Warrant Agreement (Usani LLC), Bridge Loan Warrant Agreement (Styleclick Inc), Bridge Loan Warrant Agreement (Usani LLC)

No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including including, without limitation limitation, the adjustments required under Section 6 5 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on upon the exercise of this Warrant.

Appears in 3 contracts

Samples: Arbor Realty Trust Inc, Arbor Realty Trust Inc, Arbor Realty Trust Inc

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or Bylaws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchangedissolution, dissolution issuance or sale of securities, sale or other transfer of any of its assets or properties, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Section 6 hereof, and 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 hereunder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication)foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable on issuable upon the exercise of this Warrant above the amount payable therefor on such exercise or exercise, and (b) will take all such action as that may be necessary or appropriate so in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on (and any other capital stock or other securities) upon the exercise of this Warrant.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Uni-Pixel), Common Stock Purchase Warrant (Uni-Pixel), Common Stock Purchase (Tudor Investment Corp Et Al)

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter Documents or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this the Warrant, including without limitation the adjustments required under Section 6 7 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder Warrantholder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this the Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Class B Common Stock receivable on the exercise of this the Warrant above the amount payable therefor on such exercise or and (b) will take all such corporate action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Class B Common Stock on the exercise of this the Warrant.

Appears in 2 contracts

Samples: Media Warrant Agreement (Styleclick Inc), Media Warrant Agreement (Usani LLC)

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, 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 taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on upon the exercise of this Warrant.

Appears in 1 contract

Samples: Common Stock Purchase (Thomas Equipment, Inc.)

No Dilution or Impairment. (a) The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, 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 taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this Warrant.

Appears in 1 contract

Samples: Cumulus Media Inc

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No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, 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 taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this Warrant.

Appears in 1 contract

Samples: Common Stock Purchase (Oncure Technolgies Corp)

No Dilution or Impairment. The Company will not, by amendment of its Certificate Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, 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 taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on upon the exercise of this Warrant.

Appears in 1 contract

Samples: Stockholders Agreement (Digitalnet Holdings Inc)

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter Documents or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this any Warrant, including without limitation the adjustments required under terms of Section 6 8 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder Warrantholder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this any Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this any Warrant above the amount payable therefor on such exercise or and (b) will take all such corporate action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this any Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Eon Labs Inc)

No Dilution or Impairment. The Company will not, by amendment of its Certificate certificate (or articles) of Incorporation incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including without limitation the adjustments required under Section 6 3 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this Warrant.

Appears in 1 contract

Samples: Bay Peak (KBS International Holdings Inc.)

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter Documents or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this any Warrant, including without limitation the adjustments required under Section 6 7 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be necessary or appropriate to protect the rights of the Holder Warrantholder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this any Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this any Warrant above the amount payable therefor on such exercise or and (b) will take all such corporate action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock on the exercise of this any Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Amn Healthcare Services Inc)

No Dilution or Impairment. The Company will not, by amendment of its Certificate of Incorporation Charter or through any reorganization, recapitalization, transfer of assets, consolidation, merger, share exchange, dissolution or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, including including, without limitation limitation, the adjustments required under Section 6 5 hereof, and will at all times in good faith assist in the carrying out of all such terms and in taking of all such action as may be reasonably necessary or appropriate to protect the rights of the Holder against dilution or other impairment. Without limiting the generality of the foregoing and notwithstanding any other provision of this Warrant to the contrary (including by way of implication), the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise of this Warrant above the amount payable therefor on such exercise or and (b) will take all such action as may be necessary or appropriate so that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock on upon the exercise of this Warrant.

Appears in 1 contract

Samples: Common Stock Purchase (Northstar Realty)

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