Noncircumvention Clause Example with 397 Variations from Business Contracts
This page contains Noncircumvention 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.
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all of the provisions of this Warrant and take all action as may... be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise).View More
Variations of a "Noncircumvention" Clause from Business Contracts
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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, Note, and will at all times in good faith carry out all of the provisions of this ...Warrant Note and take all action as may be required to protect the rights of the Holder. Holder of this Note. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant Note above the Exercise Conversion Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise conversion of this Warrant, Note, the Other Notes and the Additional Notes, and (iii) shall, so long as any of this Note, the Warrants Other Notes and the Additional Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise conversion of this Note, the Warrants, Other Notes and the Additional Notes, the number of shares of Common Stock as shall from time equal to time be necessary the Required Reserve Amount to effect the exercise conversion of this Note, the Warrants Other Notes and the Additional Notes then outstanding (without (in each case, without regard to any limitations on exercise). conversion). View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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 Common Warr...ant, and will at all times in good faith carry out all of the provisions of this Common Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Common Warrant above the Exercise Price then in effect, (ii) and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the exercise of this Common Warrant. Notwithstanding anything herein to the contrary, if after the eight (8) month anniversary of the Issuance Date, the Holder is not permitted to exercise this Common Warrant in full for any reason (other than pursuant to restrictions set forth in Section 1(f) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to permit such exercise into shares of Common Stock. 13 6. COMMON WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Common Warrant, and (iii) shall, so long shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Common Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Common Warrant, any of the Warrants are outstanding, take all rights of a Stockholder of the Company or any right to vote, give or withhold consent to any corporate action necessary (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to reserve and keep available out the issuance to the Holder of its authorized and unissued shares of the Warrant Common Stock, solely for Shares which it is then entitled to receive upon the purpose of effecting the due exercise of this Common Warrant. In addition, nothing contained in this Common Warrant shall be construed as imposing any liabilities on the Warrants, the number of shares of Common Stock as shall from time Holder to time be necessary to effect the purchase any securities (upon exercise of this Common Warrant or otherwise) or as a Stockholder of the Warrants then outstanding (without regard Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to any limitations on exercise). the Stockholders of the Company generally, contemporaneously with the giving thereof to the Stockholders. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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 Warra...nt, Note, and will at all times in good faith carry out all of the provisions of this Warrant Note and take all action as may be required to protect the rights of the Holder. Holder of this Note. Without limiting the generality of the foregoing, foregoing or any other provision of this Note or the other Transaction Documents, the Company (i) (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant Note above the Exercise Conversion Price then in effect, (ii) and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise conversion of this Warrant, and (iii) shall, so long as any Note. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Warrants are outstanding, take all action Issuance Date, the Holder is not permitted to convert this Note in full for any reason (other than pursuant to restrictions set forth in Sections 3(d) and (e) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to reserve and keep available out of its authorized and unissued shares of permit such conversion into Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise). Stock. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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 Warra...nt, Certificate of Designations, and will at all times in good faith carry out all of the provisions of this Warrant Certificate of Designations and take all action as may be required to protect the rights of the Holder. Holders hereunder. Without limiting the generality of the foregoing, foregoing or any other provision of this Certificate of Designations or the other Transaction Documents, the Company (i) (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant any Preferred Shares above the Exercise Conversion Price then in effect, (ii) (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the exercise conversion of this Warrant, Preferred Shares and (iii) (c) shall, so long as any of the Warrants Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise conversion of the Warrants, Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of the Warrants Preferred Shares then outstanding (without regard to any limitations on exercise). conversion contained herein). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder's Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into shares of Common Stock. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, Charter (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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 th...is Warrant, Note, and will at all times in good faith carry out all of the provisions of this Warrant Note and take all action as may be required to protect the rights of the Holder. Holder of this Note. Without limiting the generality of the foregoing, foregoing or any other provision of this Note or the other Transaction Documents, the Company (i) (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant Note above the Exercise Conversion Price then in effect, (ii) and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise conversion of this Warrant, and (iii) shall, so long Note. Notwithstanding anything herein to the contrary, if after sixty (60) days following the Issuance Date, the Holder is not permitted to convert this Note in full for any reason (other than pursuant to restrictions set forth in Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued permit such conversion into shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise). Stock. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, (as defined in the Exchange Agreement), Bylaws (as defined in the Exchange Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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, Note, and will at ...all times in good faith carry out all of the provisions of this Warrant Note and take all action as may be required to protect the rights of the Holder. Holder of this Note. Without limiting the generality of the foregoing, foregoing or any other provision of this Note or the other Exchange Documents, the Company (i) (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant Note above the Exercise Conversion Price then in effect, (ii) and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise conversion of this Warrant, and (iii) shall, so long as any Note. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Warrants are outstanding, take all action Exchange Date, the Holder is not permitted to convert this Note in full for any reason (other than pursuant to restrictions set forth in Section 3(d) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to reserve and keep available out of its authorized and unissued permit such conversion into shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise). Stock. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles of Incorporation or Bylaws, Incorporation, Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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, Certificate of Designat...ions, and will at all times in good faith carry out all of the provisions of this Warrant Certificate of Designations and take all action as may be required to protect the rights of the Holder. Holders hereunder. Without limiting the generality of the foregoing, foregoing or any other provision of this Certificate of Designations or the other Transaction Documents, the Company (i) (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant any Preferred Shares above the Exercise Conversion Price then in effect, (ii) (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the exercise conversion of this Warrant, Preferred Shares and (iii) (c) shall, so long as any of the Warrants Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise conversion of the Warrants, Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of the Warrants Preferred Shares then outstanding (without regard to any limitations on exercise). conversion contained herein). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder's Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d)(i) hereof), the Company shall use its reasonable best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into shares of Common Stock. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles of Incorporation or Bylaws, Incorporation, Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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, Certificate of Designat...ions, and will at all times in good faith carry out all of the provisions of this Warrant Certificate of Designations and take all action as may be required to protect the rights of the Holder. Holders hereunder. Without limiting the generality of the foregoing, foregoing or any other provision of this Certificate of Designations or the other Transaction Documents, the Company (i) (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant any Preferred Shares above the Exercise Conversion Price then in effect, (ii) (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the exercise conversion of this Warrant, Preferred Shares and (iii) (c) shall, so long as any of the Warrants Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise conversion of the Warrants, Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of the Warrants Preferred Shares then outstanding (without regard to any limitations on exercise). conversion contained herein). Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Initial Issuance Date, each Holder is not permitted to convert such Holder's Preferred Shares in full for any reason (other than pursuant to restrictions set forth in Section 4(d)(i) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to effect such conversion into shares of Common Stock. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its the Company's Certificate of Incorporation or Bylaws, other charter documents, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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, Note, and will at all times in good faith carry out all of... the provisions of this Warrant Note and take all action as may be required to protect the rights of the Holder. Holder of this Note. Without limiting the generality of the foregoing, foregoing or any other provision of this Note or the other Transaction Documents, the Company (i) (a) shall not increase the par value of any shares of Common Stock receivable upon the exercise conversion of this Warrant Note above the Exercise Conversion Price then in effect, (ii) and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable non-assessable shares of Common Stock upon the exercise conversion of this Warrant, and (iii) shall, so Note. 5 7. RESERVATION OF AUTHORIZED SHARES. So long as any of the Warrants are Note remains outstanding, take the Company shall at all action necessary to times reserve and keep available out 13,000,000 shares of its authorized and unissued shares of Common Stock, solely subject to adjustment for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise). stock splits, stock dividends, combinations and similar events. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will shall not, by amendment of its Certificate of Incorporation or Bylaws, operating agreement or through any reorganization, transfer of assets, consolidation, merger, scheme of scheme, arrangement, dissolution, issuance issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all of the provisions of... this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise). Holder against impairment. View More
