No Impairment Clause Example with 5 Variations from Business Contracts
This page contains No Impairment clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
No Impairment. The Company will not, by amendment of the Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in taking all such action as may be necessary or appropriate in order to protect the rights of the Holder again...st impairment. Without limiting the generality of the foregoing, 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 and (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 non-assessable shares of stock on the exercise of this Warrant from time to time outstanding. 7. NOTICES OF RECORD DATE. In the event of: (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into any other Person or any other Change of Control; or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in each such event, the Company will mail or cause to be mailed to the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up. Such notice shall be mailed at least fifteen (15) days prior to the date specified in such notice on which any such action is to be taken.View More
Variations of a "No Impairment" Clause from Business Contracts
No Impairment. The Company will not, by amendment of the Articles its Certificate of Incorporation or bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms 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 a...ppropriate in order to protect the rights of the Registered Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable on stock issuable upon the exercise of this Warrant above the amount payable therefor on upon such exercise exercise, and (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 non-assessable nonassessable shares of stock on the Common Stock upon exercise of this Warrant from time to time outstanding. 7. Warrant. Exhibit 4.01 - Page 7Warrant No. 1 17. NOTICES OF RECORD DATE. In the event of: (a) any taking by case: 17.1 the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time receivable upon the exercise of securities this Warrant), for the purpose of determining the holders thereof who are entitled entitling them to receive any dividend or other distribution, or any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; (b) any capital reorganization or 17.2 of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into another corporation, any other Person capital reorganization of the Company, any reclassification of the capital stock of the Company, or any other Change conveyance of Control; all or (c) substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities or property of another corporation; or 17.3 of any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 17.4 of any redemption or conversion of all outstanding Common Stock; then, and in each such event, case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying specifying, as the case may be, (i) the date on which any such a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation liquidation, winding-up, redemption or winding-up conversion is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Common Stock (or such other stock or securities), for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such The Company shall use all reasonable efforts to ensure such notice shall be mailed delivered at least fifteen (15) thirty (30) days prior to the date specified in such notice on which any such action is to be taken. therein specified. View More
No Impairment. The Company will not, by amendment of the Articles its Certificate of Incorporation or bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms 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 a...ppropriate in order to protect the rights of the Registered Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable on stock issuable upon the exercise of this Warrant above the amount payable therefor on upon such exercise exercise, and (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 non-assessable nonassessable shares of stock on the Common Stock upon exercise of this Warrant from time to time outstanding. 7. Warrant. Exhibit 4.02 - Page 7Warrant No. 2 17. NOTICES OF RECORD DATE. In the event of: (a) any taking by case: 17.1 the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time receivable upon the exercise of securities this Warrant), for the purpose of determining the holders thereof who are entitled entitling them to receive any dividend or other distribution, or any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; (b) any capital reorganization or 17.2 of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into another corporation, any other Person capital reorganization of the Company, any reclassification of the capital stock of the Company, or any other Change conveyance of Control; all or (c) substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities or property of another corporation; or 17.3 of any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 17.4 of any redemption or conversion of all outstanding Common Stock; then, and in each such event, case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying specifying, as the case may be, (i) the date on which any such a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation liquidation, winding-up, redemption or winding-up conversion is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Common Stock (or such other stock or securities), for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such The Company shall use all reasonable efforts to ensure such notice shall be mailed delivered at least fifteen (15) thirty (30) days prior to the date specified in such notice on which any such action is to be taken. therein specified. View More
No Impairment. The Company will not, by amendment of the Articles its Certificate of Incorporation or bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms 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 a...ppropriate in order to protect the rights of the Registered Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable on stock issuable upon the exercise of this Warrant above the amount payable therefor on upon such exercise exercise, and (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 non-assessable nonassessable shares of stock on the Common Stock upon exercise of this Warrant from time to time outstanding. 7. Warrant. 8 18. NOTICES OF RECORD DATE. In the event of: (a) any taking by case: 18.1 the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time receivable upon the exercise of securities this Warrant), for the purpose of determining the holders thereof who are entitled entitling them to receive any dividend or other distribution, or any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; (b) any capital reorganization or 18.2 of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into another corporation, any other Person capital reorganization of the Company, any reclassification of the capital stock of the Company, or any other Change conveyance of Control; all or (c) substantially all of the assets of the Company to another corporation in which holders of the Company's stock are to receive stock, securities or property of another corporation; or 18.3 of any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or 18.4 of any redemption or conversion of all outstanding Common Stock; then, and in each such event, case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying specifying, as the case may be, (i) the date on which any such a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation liquidation, winding-up, redemption or winding-up conversion is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock or (such stock or securities as at the time are receivable upon the exercise of this Warrant), shall be entitled to exchange their shares of Common Stock (or such other stock or securities), for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such The Company shall use all reasonable efforts to ensure such notice shall be mailed delivered at least fifteen (15) thirty (30) days prior to the date specified in such notice on which any such action is to be taken. therein specified. View More
No Impairment. The Company will not, by amendment of the Articles its Certificate of Incorporation Incorporation, as amended (the "Certificate of Incorporation"), or through any reorganization, recapitalization, sale or transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, Warrant but will at all times in good faith assist in the carrying carry out of all such t...erms and in taking take all such action actions as may be reasonably necessary or appropriate in order to protect the rights herein of the Holder against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable on the exercise holder of this Warrant above the amount payable therefor on such exercise and (b) will take all such action as may be necessary against dilution or appropriate in order that other impairment. 6 7. Notices of Record Date, Etc. In case the Company may validly and legally issue fully paid and non-assessable shares of stock on the exercise of this Warrant from time to time outstanding. 7. NOTICES OF RECORD DATE. In the event of: (a) any taking by the Company of shall take a record of the holders of any class its Common Stock (or other stock or securities at the time deliverable upon the exercise of securities this Warrant) for the purpose of determining the holders thereof who are entitled entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities or property, securities, or to receive any other right; (b) or of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all the assets of the Company to or Company, any consolidation or merger of the Company with or into any other Person another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any other Change transfer of Control; all or (c) any substantially all of the assets of the Company; or of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; Company, then, and in each such event, case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying specifying, as the case may be, (i) the date on which any such a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable on upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such The Company will use commercially reasonable efforts to cause such notice shall to be mailed promptly, and in any event, at least fifteen (15) ten (10) business days prior to the record date or effective date for the event specified in such notice on which any unless such action prior notice is to be taken. waived by the Registered Holder in writing. View More
No Impairment. The Company will not, by amendment of the Articles its certificate of Incorporation incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms 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 p...rotect the rights of the Holder against impairment. Without limiting the generality of the foregoing, 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 and (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 non-assessable shares against impairment. 3 8. Notices of stock on the exercise of this Warrant from time to time outstanding. 7. NOTICES OF RECORD DATE. Record Date, etc. In the event of: of (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; right, or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company Company, or any transfer of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into any other Person or person including, without limitation, any other Change change of Control; control of the Company, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, Company, then and in each such event, event the Company will mail or cause to be mailed to the Holder hereof a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of shares of Class A Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up. winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least fifteen (15) ten (10) business days prior to the date specified in such notice on which any such action is to be taken. therein specified. View More
