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 Articles 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 Wa...rrant, 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) (a) shall not increase the par value of any shares of Common Stock Warrant Preferred Shares receivable upon the exercise of this 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 shares of Common Stock non-assessable Warrant Preferred Shares upon the exercise of this Warrant. 7 5. WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this 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 Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the Warrants are outstanding, take all rights of a shareholder 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 Common Stock, solely for the purpose of effecting Warrant Preferred Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this 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 Warrant or otherwise) or as a shareholder of the Warrants then outstanding (without regard Company, except for Forced Exercise, described under Section 1(d) herein, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 5, the Company shall provide the Holder with copies of the same notices and other information given to any limitations on exercise). the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles 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 Co...mmon Warrant, 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 Warrant, and (iii) shall, so long as any Common Warrant. Notwithstanding anything herein to the contrary, if after the eight (8) month anniversary of the Warrants are outstanding, take all action 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 reserve and keep available out of its authorized and unissued permit such exercise 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 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 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 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, and will at all times in good faith carry out all of the provisions of this Warrant and take al...l 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 Loan, Guaranty and Security Agreement 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 Loan, Guaranty and Security Agreement Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Loan, Guaranty and Security Agreement Warrants then outstanding (without regard to any limitations on exercise). The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Principal Market or any other trading market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof. 12 6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person's capacity as a holder of this Warrant, 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 Warrant be construed to confer upon the Holder, solely in such Person's capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (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 the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the 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 the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders. Notice filings made by the Company on the SEC's EDGAR filing system shall constitute delivery of notice to Holder, so long as such filings are contemporaneously filed on the SEC's EDGAR filing system at the same time such notice is mailed or otherwise delivered to the Company's stockholders and, any time the Company also mails a physical copy of such notice to Company's stockholders, written notice of the availability thereof is delivered to the Holder contemporaneously with such filing. View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate 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 provisi...ons 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, Incorporation, 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 A Wa...rrant, and will at all times in good faith carry out all of the provisions of this Series A 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 A 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 Series A Warrant. 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 exercise this Series A 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 reserve and keep available out of its authorized and unissued permit such exercise 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, Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance issue or sale of securities, 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, and (ii) shall use all reasonable efforts to 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, Warrant. 8 10. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and (iii) shall, so long as the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Warrants are outstanding, take Required Holders. Any amendment or waiver approved by Required Holders and any other approval or consent granted by Required Holders hereunder shall be effective and binding on all action necessary to reserve current and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise future holders 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). Warrants. 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 and keep available out of its authorized and unissued shares of Common Stock, solely for maintain the purpose of effecting Share Reserve (as defined in 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). Agreement). View More
Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate Articles of Incorporation or Bylaws, (as defined in the Purchase 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 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 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 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, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise conversion of the Warrants then outstanding this Note (without regard to any limitations on exercise). conversion). View More
