Additional Approval Requirement Clause Samples

Additional Approval Requirement. With respect to issuance by the Company of New Shares, in addition to the approval requirements set forth in Section 6.4, the following approval requirements shall also apply in the following circumstances: (a) If the New Shares will be issued at a per share price no more than the Series F Issue Price (as defined in the Memorandum and Articles), then the approval of the Majority Preferred F Holders shall also be required. If the New Shares will be issued at a per share price no more than the Issue Price (as defined in the Memorandum and Articles) of certain series, then the approval of holders representing at least a majority of such series of Preferred Shares and the holders representing at least a majority of any series of Preferred Shares with a higher Issue Price (such holders refer to Majority Preferred A Holders, Majority Preferred B Holders, Majority Preferred C Holders, Majority Preferred D Holders, Majority Preferred E Holders, and/or Majority Preferred F Holders, where applicable) shall also be required; and (b) Without prejudice to Section 6.2, if any of the Majority Preferred A Holders, Majority Preferred B Holders, Majority Preferred C Holders, Majority Preferred D Holders, Majority Preferred E Holders or Majority Preferred F Holders are able to demonstrate that amendment to the Memorandum and Articles to the extent of authorization and allocation of New Shares (including granting of Subject Rights on New Shares) would treat its applicable series of Preferred Shares adversely but does not so treat other series of Preferred Shares adversely in the same manner, then the approval of relevant Majority Preferred A Holders, Majority Preferred B Holders, Majority Preferred C Holders, Majority Preferred D Holders, Majority Preferred E Holders or Majority Preferred F Holders, so adversely treated, if applicable, shall also be required. If any Preferred Holder is able to demonstrate that amendment to the Memorandum and Articles to the extent of authorization and allocation of New Shares (including granting of Subject Rights on New Shares) would treat it adversely in terms of economic interests but does not so treat other Preferred Holders holding the same series of Preferred Shares adversely in the same manner in terms of economic interests, then the approval of such Preferred Holder shall also be required.