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, (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 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 of Incorporation or Bylaws, (as defined in the Agreement), 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 pr...ovisions 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 non-assessable shares of Common Stock upon the exercise conversion of this Warrant, Note, and (iii) shall, so long as any of the Warrants are this Note is outstanding, take all action necessary to reserve maintain the Share Reserve. 19 12. VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law 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). expressly provided in this Note. View More
Noncircumvention. The Company Corporation hereby covenants and agrees that the Company Corporation 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, 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. Without limiting the generality of the foregoing, foregoing or any other provision of this Certificate of Designations, the Company Corporation (i) 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) shall take all such actions as may be necessary or appropriate in order that the Company Corporation 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) 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). View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, not by amendment of its Certificate Articles of Incorporation or Bylaws, (as amended), 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. 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 Holder 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). Note. 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 Series L Wa...rrant, and will at all times in good faith carry out all of the provisions of this Series L 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 Series L 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 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). Series L Warrant. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate certificate or articles of Incorporation incorporation, bylaws or Bylaws, other governing document 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 go...od 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. 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) (b) shall not modify the voting rights attached to Common Stock and (c) 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 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). Note. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles of Incorporation or 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, 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 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 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 Shares 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 Shares upon the exercise conversion of this Warrant, Note, and (iii) shall, so long as any of the Warrants Notes are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, Shares, solely for the purpose of effecting the exercise conversion of the Warrants, Notes, the maximum number of shares of Common Stock Shares as shall from time to time be necessary to effect the exercise conversion of the Warrants Notes then outstanding (without regard to any limitations on exercise). conversion). 6 8. VOTING RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without limitation, the Nevada Revised Statutes) and as expressly provided in this Note. View More
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, 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. Without limiting the generality of the foregoing, foregoing or any other provision of this Certificate of Designations, the Company (i) 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) 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) shall, so long as any of the Warrants Preferred Shares are outstanding, take all action necessary to reserve 15 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). 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 long as any Note. Notwithstanding anything herein to the contrary, if after the 60 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 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
