Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 74 contracts
Sources: Security Agreement (NovAccess Global Inc.), Securities Agreement (NovAccess Global Inc.), Security Agreement (NovAccess Global Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten two (2) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 59 contracts
Sources: Security Agreement (AppTech Payments Corp.), Security Agreement (Signing Day Sports, Inc.), Security Agreement (Signing Day Sports, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 56 contracts
Sources: Security Agreement (Smart for Life, Inc.), Security Agreement (Zero Gravity Solutions, Inc.), Security Agreement (Zero Gravity Solutions, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three (3) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 54 contracts
Sources: Security Agreement (Odyssey Health, Inc.), Securities Agreement (Green Leaf Innovations Inc), Security Agreement (Odyssey Health, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten one and a half (1.5) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 51 contracts
Sources: Security Agreement (Marquie Group, Inc.), Warrant Agreement (NightFood Holdings, Inc.), Warrant Agreement (NightFood Holdings, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten five (5) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 25 contracts
Sources: Security Agreement (Lingerie Fighting Championships, Inc.), Security Agreement (Lingerie Fighting Championships, Inc.), Security Agreement (Lingerie Fighting Championships, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, beginning on the date that is six (6) calendar months after the Issuance Date and continuing for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten four (4) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 23 contracts
Sources: Security Agreement (NightFood Holdings, Inc.), Security Agreement (NightFood Holdings, Inc.), Security Agreement (NightFood Holdings, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three times the number of shares of Common Stock that is actually issuable upon full under the Warrant to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 23 contracts
Sources: Common Stock Purchase Warrant (Predictive Oncology Inc.), Warrant Agreement, Securities Agreement (Agritek Holdings, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three (3) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 22 contracts
Sources: Security Agreement (Laser Photonics Corp), Security Agreement (Avalon GloboCare Corp.), Security Agreement (Clean Energy Technologies, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporationformation, bylaws operating agreement or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 Shares 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 non-assessable shares of Common Stock Shares upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full Shares to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 20 contracts
Sources: Securities Agreement (Lucy Scientific Discovery, Inc.), Common Share Purchase Warrant (International Star Inc), Common Share Purchase Warrant (International Star Inc)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten four (4) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 19 contracts
Sources: Equity Purchase Agreement (Yoshiharu Global Co.), Equity Purchase Agreement (Yoshiharu Global Co.), Security Agreement (La Rosa Holdings Corp.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten five (5) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 19 contracts
Sources: Collaboration Agreement (NKGen Biotech, Inc.), Security Agreement (NKGen Biotech, Inc.), Security Agreement (NKGen Biotech, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten one (1) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 14 contracts
Sources: Security Agreement (Black Bird Biotech, Inc.), Security Agreement (Infinite Group Inc), Security Agreement (Infinite Group Inc)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten five times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 13 contracts
Sources: Security Agreement (Driveitaway Holdings, Inc.), Security Agreement (Driveitaway Holdings, Inc.), Security Agreement (Driveitaway Holdings, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three times the number of shares of Common Stock that is actually issuable upon full under the Warrant, or as otherwise required under the Purchase Agreement, to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 13 contracts
Sources: Security Agreement (Grom Social Enterprises, Inc.), Security Agreement (Quantum Computing Inc.), Security Agreement (Predictive Oncology Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten (10) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 12 contracts
Sources: Security Agreement (Bioxytran, Inc), Securities Agreement (Ab International Group Corp.), Security Agreement (Bioxytran, Inc)
Non-Circumvention. The Company hereby covenants and agrees that it the Company will not, by amendment of its certificate Certificate of incorporationIncorporation, bylaws Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as any portion of this Warrant is outstanding, have take all action necessary to reserve and keep available out of its authorized and reservedunissued shares of Common Stock, free from preemptive rightssolely for the purpose of effecting the exercise of the Warrant, ten times 110% of the number of shares of Common Stock that is actually issuable upon full as shall from time to time be necessary to effect the exercise of the portion of the Warrant then outstanding (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 12 contracts
Sources: Warrant Agreement (Catasys, Inc.), Warrant Agreement (Catasys, Inc.), Warrant Agreement (Catasys, Inc.)
Non-Circumvention. The Company covenants and agrees that it the Company will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 10 contracts
Sources: Warrant Agreement (Creative Realities, Inc.), Warrant Agreement (Creative Realities, Inc.), Warrant Agreement (Creative Realities, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full under the Warrant to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 9 contracts
Sources: Security Agreement (Jaguar Health, Inc.), Security Agreement (Jaguar Health, Inc.), Security Agreement (Jaguar Health, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of formation, certificate of incorporation, bylaws operating agreement, or bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 Shares 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 non-assessable shares of Common Stock Shares upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full Shares to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 8 contracts
Sources: Common Share Purchase Warrant (ProPhase Labs, Inc.), Security Agreement (Vocodia Holdings Corp), Securities Agreement (Neuraxis, INC)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise)) as further provided in this Warrant.
Appears in 8 contracts
Sources: Security Agreement (IIOT-OXYS, Inc.), Security Agreement (Kannalife Inc), Securities Agreement (Ab International Group Corp.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three times the number of shares of Common Stock that is actually issuable upon full under the Warrant, or as otherwise required under the Agreement, to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 8 contracts
Sources: Security Agreement (U.S. Lighting Group, Inc.), Securities Agreement (Ab International Group Corp.), Common Stock Purchase Agreement (Liberty Star Uranium & Metals Corp.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporationformation, bylaws operating agreement or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 Shares 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 non-assessable shares of Common Stock Shares upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten 2.25 times the number of shares of Common Stock that is actually issuable upon full Shares into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 7 contracts
Sources: Securities Agreement (1847 Holdings LLC), Security Agreement (1847 Holdings LLC), Securities Agreement (1847 Holdings LLC)
Non-Circumvention. The Company hereby covenants and agrees that it the Company will not, by amendment of its certificate Amended and Restated Articles of incorporationAssociation or Bylaws, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, 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 Shares 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 non-assessable shares of nonassessable Common Stock Shares upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is any of the Series A Warrants are outstanding, have take all action necessary to reserve and keep available out of its authorized and reservedunissued Common Shares, free from preemptive rightssolely for the purpose of effecting the exercise of the Series A Warrants, ten times 100% of the number of shares of Common Stock that is actually issuable upon full Shares as shall from time to time be necessary to effect the exercise of the Warrant Series A Warrants then outstanding (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 6 contracts
Sources: Series a Warrant (Haoxi Health Technology LTD), Series a Warrant (Haoxi Health Technology LTD), Series a Warrant (Haoxi Health Technology LTD)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 Shares 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 non-assessable shares of Common Stock Shares upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of shares of Common Stock that is actually issuable upon full Shares into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 5 contracts
Sources: Securities Agreement (Bruush Oral Care Inc.), Security Agreement (Bruush Oral Care Inc.), Security Agreement (Bruush Oral Care Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten five (5) times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 5 contracts
Sources: Securities Agreement (Go Green Global Technologies Corp.), Security Agreement (Sollensys Corp.), Security Agreement (Resonate Blends, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten two (2) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise)..
Appears in 5 contracts
Sources: Security Agreement (Electromedical Technologies, Inc), Security Agreement (Electromedical Technologies, Inc), Security Agreement (Electromedical Technologies, Inc)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten 2 times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 5 contracts
Sources: Security Agreement (Clearday, Inc.), Security Agreement (Snail, Inc.), Security Agreement (Clearday, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten six times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 4 contracts
Sources: Security Agreement (Arista Financial Corp.), Security Agreement (Ozop Surgical Corp.), Security Agreement (Ozop Surgical Corp.)
Non-Circumvention. The Company covenants and agrees that it the Company will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-non- assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 4 contracts
Sources: Warrant Agreement (Creative Realities, Inc.), Warrant Agreement (Creative Realities, Inc.), Warrant Agreement (Creative Realities, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten thirty five (35) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 4 contracts
Sources: Security Agreement (Foothills Exploration, Inc.), Security Agreement (Foothills Exploration, Inc.), Security Agreement (Adial Pharmaceuticals, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-non- assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten four (4) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 3 contracts
Sources: Security Agreement (Clean Energy Technologies, Inc.), Security Agreement (Safe & Green Holdings Corp.), Security Agreement (Clean Energy Technologies, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-non- assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten two (2) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 3 contracts
Sources: Security Agreement (Alaunos Therapeutics, Inc.), Security Agreement (CaliberCos Inc.), Security Agreement (CaliberCos Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, beginning on the date that is sixty (60) calendar days after the Issuance Date and for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten two (2) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 3 contracts
Sources: Security Agreement (Aditxt, Inc.), Security Agreement (Aditxt, Inc.), Security Agreement (Aditxt, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten seven times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 3 contracts
Sources: Security Agreement (C-Bond Systems, Inc), Security Agreement (C-Bond Systems, Inc), Security Agreement (Cerebain Biotech Corp.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws by-laws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 (ia) 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, (iib) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iiic) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable to provide for the issuance upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 3 contracts
Sources: Common Stock Purchase Warrant (Nuo Therapeutics, Inc.), Common Stock Purchase Warrant (Nuo Therapeutics, Inc.), Common Stock Purchase Warrant (Nuo Therapeutics, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of shares of Common Stock that is actually issuable upon full under the Warrant to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 3 contracts
Sources: Security Agreement (theMaven, Inc.), Security Agreement (theMaven, Inc.), Security Agreement (theMaven, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 3 contracts
Sources: Security Agreement (Green Hygienics Holdings Inc.), Security Agreement (Players Network), Security Agreement (Players Network)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Warrant Agreement (Creative Realities, Inc.), Warrant Agreement (Creative Realities, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable to provide for the issuance of the Warrant Shares upon full exercise of the this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Bowhead Specialty Holdings Inc.), Common Stock Purchase Warrant (Bowhead Specialty Holdings Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten one and a half (1.5) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Security Agreement (Alpine 4 Holdings, Inc.), Security Agreement (Alpine 4 Holdings, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten two (2) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Security Agreement (INVO Bioscience, Inc.), Security Agreement (INVO Bioscience, Inc.)
Non-Circumvention. The Company hereby covenants and agrees that it the Company will not, by amendment of its certificate Certificate of incorporationIncorporation, bylaws Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as any portion of this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times take all action necessary to comply with the number Warrant share reservation requirements of shares of Common Stock that is actually issuable upon full exercise Section 5.11 of the Warrant Purchase Agreement (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Warrant Agreement (Hythiam Inc), Warrant Agreement (Hythiam Inc)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Security Agreement (Ilustrato Pictures International Inc.), Security Agreement (Bio Key International Inc)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-non- assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten one and a half (1.5) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Security Agreement (Quality Industrial Corp.), Security Agreement (Kisses From Italy Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three times the number of shares of Common Stock that is actually issuable upon full under the Warrant, to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Securities Agreement (Video River Networks, Inc.), Security Agreement (Wikisoft Corp.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 WarrantOption, and will at all times in good faith carry out all the provisions of this Warrant Option 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 Option 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 non-assessable shares of Common Stock upon the exercise of this WarrantOption, and (iii) shall, for so long as this Warrant Option is outstanding, have authorized and reserved, free from preemptive rights, ten (10) times the number of shares of Common Stock that is actually issuable upon full into which the Options are then exercisable into to provide for the exercise of the Warrant rights represented by this Option (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Security Agreement (Bioxytran, Inc), Security Agreement (Bioxytran, Inc)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 Ordinary Shares 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 non-assessable shares of Common Stock Ordinary Shares upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of shares of Common Stock that is actually issuable upon full Ordinary Shares into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Prefunded Ordinary Share Purchase Warrant (SciSparc Ltd.), Security Agreement (SciSparc Ltd.)
Non-Circumvention. The Company covenants and agrees that it the Company will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-non assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Warrant Agreement (Creative Realities, Inc.), Warrant Agreement (Creative Realities, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, beginning on the date that is forty-five (45) calendar days after the Issuance Date and continuing for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten four (4) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Security Agreement (Sugarmade, Inc.), Securities Agreement (Sugarmade, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the HolderBuyer. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock Ordinary Shares 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 non-assessable shares of Common Stock Ordinary Shares upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of shares of Common Stock that is actually issuable upon full Ordinary Shares into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Ordinary Share Purchase Warrant (SMX (Security Matters) Public LTD Co), Ordinary Share Purchase Warrant (SMX (Security Matters) Public LTD Co)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be reasonably 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 reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of shares of Common Stock that is actually issuable upon full under the Warrant to provide for the exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise)rights represented by this Warrant.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Surf Air Mobility Inc.), Advisory Services Agreement (Surf Air Mobility Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten four (4) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Security Agreement (Bloomios, Inc.), Warrant Agreement (Hip Cuisine Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten thirty-five (35) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 2 contracts
Sources: Security Agreement (Blox, Inc.), Security Agreement (Blox, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is are actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Securities Agreement (BioRestorative Therapies, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full under the Warrant, or as otherwise required under the Agreement, to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Securities Purchase Agreement (Vitality Biopharma, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten four (4) times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Security Agreement (Organicell Regenerative Medicine, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-non- assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten five (5) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the HolderInvestor. 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three (3) times the number of shares of Common Stock that is actually issuable upon full under the Warrant, or as otherwise required under the CSPA, to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Security Agreement (B2Digital, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten eight (8) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Security Agreement (RespireRx Pharmaceuticals Inc.)
Non-Circumvention. The Company hereby covenants and agrees that it the Company will not, by amendment of its certificate of incorporationgoverning documents, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 WarrantWarrant , and will at all times in good faith carry out all 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 non-assessable nonassessable shares of Common Stock upon the exercise of this Warrant, Warrant and (iii) shall, for so long as this Warrant is any of the Warrants are outstanding, have take all action within its control necessary to reserve and keep available out of its authorized and reservedunissued shares of Common Stock, free from preemptive rightssolely for the purpose of effecting the exercise of the Warrant, ten times the number of shares of Common Stock that is actually issuable upon full as shall from time to time be necessary to effect the exercise of the Warrant Warrants then outstanding (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).without
Appears in 1 contract
Sources: Separation Agreement (Great Elm Capital Group, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three(3) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iiiiit) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten 1.25 times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Security Agreement (Clearday, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-non- assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three times the number of shares of Common Stock that is actually issuable upon full under the Warrant to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Security Agreement (theMaven, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, conversion, redomicile, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten two times the number of shares of Common Stock that is actually issuable upon full under the Warrant, or as otherwise required under the Agreement, to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten two (2) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Security Agreement (Electromedical Technologies, Inc)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten six (6) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Security Agreement (RespireRx Pharmaceuticals Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporationformation, bylaws operating agreement or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 Shares 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 non-assessable shares of Common Stock Shares upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten two (2) times the number of shares of Common Stock that is actually issuable upon full Shares into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of shares of Common Stock that is actually issuable upon full under the Warrant to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise)) as prescribed by Sections 3(c) and 4(y) of the Securities Purchase Agreement.
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate articles of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-non- assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three (3) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporationformation, bylaws operating agreement or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 Shares 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 non-assessable shares of Common Stock Shares upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten one and a half (1.5) times the number of shares of Common Stock that is actually issuable upon full Shares into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of formation, certificate of incorporation, bylaws operating agreement, or bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 its 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the a sufficient number of shares of Common Stock that is actually issuable upon full to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company hereby covenants and agrees that it the Company will not, by amendment of its certificate of incorporationgoverning documents, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is any of the Warrants are outstanding, have take all action necessary to reserve and keep available out of its authorized and reservedunissued shares of Common Stock, free from preemptive rightssolely for the purpose of effecting the exercise of the Warrants, ten times the number of shares of Common Stock that is actually issuable upon full as shall from time to time be necessary to effect the exercise of the Warrant Warrants then outstanding (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Underwriting Agreement (ImmunoCellular Therapeutics, Ltd.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the HolderInvestor. 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three times the number of shares of Common Stock that is actually issuable upon full under the Warrant, or as otherwise required under the CSPA, to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company hereby covenants and agrees that it the Company will not, by amendment of its certificate Certificate of incorporation, bylaws Incorporation or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holderholder of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall will 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 will take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shallwill, for so long as this Warrant is any of the Warrants are outstanding, have take all action necessary to reserve and keep available out of its authorized and reservedunissued Common Stock, free from preemptive rightssolely for the purpose of effecting the exercise of the Warrants, ten times 100% of the number of shares of Common Stock that is actually issuable upon full as shall from time to time be necessary to effect the exercise of the Warrant Warrants then outstanding (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Warrant Agreement (Dyneco Corp)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times at least the number of shares of Common Stock that is actually issuable upon full under the Warrant, or as otherwise required under the Agreement, to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Common Stock Purchase Warrant (Bolt Projects Holdings, Inc.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on 00 the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company hereby covenants and agrees that it the Company will not, by amendment of its certificate of incorporationgoverning documents, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 WarrantWarrant , and will at all times in good faith carry out all 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 non-assessable nonassessable shares of Common Stock upon the exercise of this Warrant, Warrant and (iii) shall, for so long as this Warrant is any of the Warrants are outstanding, have take all action within its control necessary to reserve and keep available out of its authorized and reservedunissued shares of Common Stock, free from preemptive rightssolely for the purpose of effecting the exercise of the Warrant, ten times the number of shares of Common Stock that is actually issuable upon full as shall from time to time be necessary to effect the exercise of the Warrant Warrants then outstanding (based on the Exercise Price in effect from time to time, and without 29 regard to any limitations on exercise).
Appears in 1 contract
Sources: Separation Agreement
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-non- assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten thirty five (35) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten three and a half (3.5) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten seven (7) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Sources: Securities Agreement (Ab International Group Corp.)
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten times the number of shares of Common Stock that into which the Warrant is actually issuable upon full then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 sich actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten thirty five (35) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten one and a half(l.5) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten eight times the number of shares of Common Stock that is actually issuable upon full exercise of the Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise).
Appears in 1 contract
Non-Circumvention. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will at all times in good faith carry out all 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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, ten two (2) times the number of shares of Common Stock that is actually issuable upon full into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (based on the Exercise Price in effect from time to time, and without regard to any limitations on exercise)..
Appears in 1 contract
Sources: Security Agreement (Electromedical Technologies, Inc)