Additional Protective Covenants Clause Samples
Additional Protective Covenants. Until consummation of a Qualified Public Offering, Holdings LLC shall not (and shall cause its Subsidiaries not to):
(a) without the prior written consent of Holders of Class A Units, the Class B Preferred and/or the Class C Preferred representing 80% of the aggregate Universal Percentages represented by such classes and series of Units (a “Preferred Super Majority”), liquidate, dissolve or wind up the Holdings LLC or any of its material Subsidiaries;
(b) without the prior written consent of the Holders of Series B1 Units, Series B2 Units and/or Series B3 Units representing a majority of the aggregate Universal Percentages allocated to all Series B1 Units, Series B2 Units and Series B3 Units (such Units, the “Class B Preferred” and such Holders, the “Class B Preferred Majority”), effect a recapitalization or reorganization in any form of transaction (including the formation of a parent holding company for Holdings LLC or a transaction to change the domicile of Holdings LLC), other than recapitalization or reorganization (i) that does not adversely affect the rights and obligations of the Class B Preferred or beneficially affect any other class or series of Units relative to the Class B Class B Preferred or (ii) in connection with a Qualified Public Offering in accordance with Section 9.4;
(c) except in connection with an issuance permitted pursuant to Section 6.5(c) and Section 6.6(h), without the prior written consent of the Class B Preferred Majority, amend, supplement, modify, alter, repeal, terminate or waive any provision of Holdings LLC’s or any of its Subsidiaries’ certificate of formation, limited liability company agreement or any other organizational, charter or constituent agreement or document, or file any resolution of the Board with the Delaware Secretary of State, other than (i) in a manner that does not result in any adverse effect on the rights and obligations of the Class B Preferred or any beneficial effect on any other class or series of Units relative to the Class B Preferred or Holders thereof or (ii) in connection with a Qualified Public Offering in accordance with Section 9.4;
(d) without the prior written consent of the Class B Preferred Majority, (i) authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of (A) any notes or debt securities containing equity features (including any notes or debt securities convertible into or exchangeable for equity securities) having rights, preferences o...
Additional Protective Covenants. Notwithstanding anything herein to the contrary, without the prior written consent of the Investor:
(a) forgive, waive, cancel, release or compromise any amount owed to the Company or its Subsidiaries or its Affiliates and relating to the Revenue Interest outside the ordinary course of business;
(b) amend, modify, restate, supplement, waive any provision of, cancel or early terminate without entry into a replacement, any Material Contract, or grant any related consent thereunder, or agree to do any of the foregoing, including entering into any agreement with any Person under the provisions of such Material Contract, in each case, if such action would reasonably be expected to result in a Material Adverse Effect or a Material Default (other than a Material Default arising out of a breach of this Section 7.3(b));
(c) (i) (A) assign, sell, transfer or license any of the IP Rights (other than Permitted Licenses and Liens which are subject to clause (B) below), or (B) otherwise encumber any of the IP Rights, except for Permitted Licenses and Permitted Liens, (ii) except as permitted under Section 6.1(c), permit any Subsidiary that is not a Company Party to own any portion of the Collateral or the Product Assets, or (iii) grant any Third Party the right to prosecute, enforce or defend IP Rights that Cover Included Products in the United States (other than to the Company’s outside attorneys or other vendors working under the Company’s direct supervision and control), other than pursuant to a Permitted License;
(d) create, incur, sell, issue, assume, enforce or suffer to exist any additional revenue interests (or similar economic equivalents) with respect to Net Revenues or the Included Products in the United States (for the avoidance of doubt, this Section 7.3(d) does not prohibit the creation, incurrence, sale, issuance, assumption, enforcement or sufferance to exist any Permitted Royalty Monetization);
(e) Dispose of any Collateral or any Product Assets, in each case, other than Permitted Transfers;
(f) change the fiscal year end without the prior written consent of the Investor (other than, in the case of any Subsidiary, to conform to the Company’s fiscal year end); or
(g) settle any conversions of Permitted Convertible Notes in cash (other than cash in lieu of fractional shares).
Additional Protective Covenants. Kakures agrees that the covenants below are (a) reasonable and necessary for the protection of legitimate business interests of the Company, (b) not against the public interest and (c) do not place an unreasonable burden upon the Kakures’ ability to earn a living.