Certain Protective Provisions Clause Samples
The 'Certain Protective Provisions' clause establishes specific rights or safeguards for particular parties, often to protect minority interests or key stakeholders in an agreement. Typically, this clause outlines actions that cannot be taken without the consent of the protected party, such as issuing new shares, amending governing documents, or approving major transactions. Its core practical function is to prevent unilateral decisions that could adversely affect the protected party, thereby ensuring their interests are considered in significant corporate or contractual actions.
Certain Protective Provisions. From the date hereof until the earlier of (x) the date on which the Standstill Period ends and (y) the date on which the members of the Investor Group are released from the provisions of Section 3.01 in accordance with this Agreement, the Company shall not (i) amend the Rights Agreement in a manner, or adopt, enter into or implement any Rights Agreement, that would restrict the ability of the members of the Investor Group from acquiring "Beneficial Ownership" (as defined in the Rights Agreement) of up to the number of shares of "Common Stock" (as defined in the Rights Agreement) that the members of the Investor Group are permitted to acquire under the Rights Agreement without becoming an "Acquiring Person" (as defined in the Rights Agreement) under the Rights Agreement as in effect on the date of the Purchase Agreement; and (ii) except in connection with any Rights Agreement (which shall be governed by clause (i) of this sentence and not this clause (ii)), enter into, amend or modify any contract, instrument or agreement, or issue any debt or equity securities, that would limit, in a manner materially adverse to, and materially disproportionate to, the members of the Investor Group compared to holders of shares of Common Stock generally (or holders of securities issued in respect of shares of Common Stock generally), the ability of the members of the Investor Group to (A) own or maintain ownership of a specified number or percentage of shares of Common Stock or (B) vote their shares of Common Stock, unless such contract, instrument, agreement or debt or equity securities permits the members of the Investor Group to continue owning and voting (1) the same number or percentage of shares of Common Stock held by the members of the Investor Group from and after the time of such entry into, amendment, modification or issuance to the same extent that the members of the Investor Group could do so before such entry into, amendment, modification or issuance and (2) any additional shares of Common Stock that members of the Investor Group may acquire Beneficial Ownership of, without violating any provision of this Agreement and without becoming an "Acquiring Person" (as defined in the Rights Agreement) under the Rights Agreement as in effect at the applicable time. The Company shall take all action necessary to exempt any Transfer to any Seller made in accordance with this Agreement, or any acquisition of Beneficial Ownership of shares of Common Stock that Sellers may...
Certain Protective Provisions. For a period of five (5) years following the Closing, Buyer shall cause the Company to retain in its Charter Documents provisions concerning the indemnification and limitation of liability of officers and directors no less favorable to the present and former officers and directors of the Company than those existing in the Company's Charter Documents on the Closing Date.
Certain Protective Provisions. The Company hereby covenants and agrees with each of the SJF Investors, the Investeco Investors, the Arborview Investor, the Inherent Investor, the Bowie Investor, the Sunrise Investor and the Manna Investor that it shall not (and shall not permit any subsidiary to), without approval of the Board of Directors, which approval must include the affirmative vote of at least three (3) of the Investor Directors (with prior written notice to all Investor Directors of the proposed action), provided that the affirmative vote of at least four (4) of the Investor Directors shall be required at such time as the Manna Investor is entitled to appoint a director pursuant to Subsection 8.1(h):
(a) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company;
(b) make any loan or advance to any person, including, any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors;
(c) guarantee any indebtedness, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business;
(d) make any investment inconsistent with any investment policy approved by the Board;
(e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a Board-approved budget, other than trade credit incurred in the ordinary course of business;
(f) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person except transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors;
(g) hire, fire, or change the compensation of the executive officers, including approving any option grants;
(h) change the principal business of the Company, enter new lines of business, or exit the current line of business;
(i) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or
(j) enter into any corporate strategic relationship involving the payment, contribution or assignment by the Company or to the Company of assets greater than $1,000,000 ...
Certain Protective Provisions. (1) From and after the date hereof, the Company shall not and shall cause each of its Subsidiaries (as applicable) not to, without the prior written consent of the BAT Group Representative:
(2) Adopt any plan or proposal for complete or partial liquidation, dissolution or winding-up of the Company or any of its Subsidiaries (other (a) than dormant Subsidiaries or (b) a liquidation, dissolution or winding-up of any such entity in connection with which all of such entity’s assets are transferred to the Company and/or one or more of its Subsidiaries), or reorganize, make an assignment for the benefit of creditors or file a petition, answer or consent to seeking a reorganization, insolvency proceeding or suffer any other bankruptcy event or commit to any of the foregoing;
(3) Create, issue or cause to be issued any class or series of equity or equity-linked securities that rank senior to the Common Shares or have any rights attaching to them that are more favorable to the holder thereof than the rights attaching to the Common Shares held by the Security Holder, including, without limitation, any rights with respect to voting, representation on the Board, liquidation or other preference); and
(4) Voluntarily delist from any trading market (unless the Company is then concurrently listed on another national exchange) or take any other action that would reasonably be expected to result in the Company ceasing to be listed on a national exchange, other than in connection with a change of control of the Company.
Certain Protective Provisions. 20 4.10 Termination of Consulting Agreements....................... 20
Certain Protective Provisions. If during the term of this agreement the Company issues shares of its Common Stock, Optionee shall be entitled to receive additional options to purchase shares of Common Stock at a price to be determined by the Board of Directors and in an amount necessary to maintain Optionee's fully diluted percentage ownership of the issued and outstanding shares of Common Stock had the Option granted hereunder been exercised upon its grant on the Option Date (______, 2000).
Certain Protective Provisions. For so long as the Sellers and/or their Affiliates beneficially own the Buyer Shares, the Buyer and the Company shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Buyer’s or the Company’s Certificate of Incorporation) the written consent or affirmative vote of the Sellers and/or such Affiliates, given in writing or by vote at a meeting:
(a) liquidate, dissolve or wind-up the business and affairs of the Buyer or the Company, effect any merger or consolidation, or sell substantially all of the assets of the Buyer or the Company, or consent to any of the foregoing;
(b) amend, alter or repeal any provision of the Certificate or Articles of Incorporation or Bylaws of the Buyer or the Company;
(c) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock, or increase the authorized number of shares of Buyer Common Stock or Company common stock or increase the authorized number of shares of any additional class or series of capital stock;
(d) reclassify, alter or amend any existing security of the Buyer that is pari passu with the Buyer Common Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Buyer, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Buyer Common Stock in respect of any such right, preference, or privilege;
(e) purchase or redeem (or permit any subsidiary to purchase or redeem) any shares of capital stock of the Buyer other than repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Buyer or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof;
(f) incur any aggregate indebtedness in excess of $6 million, other than trade credit of Company incurred in the ordinary course of business;
(g) issue any additional shares of Buyer Common Stock or Company common stock or options, warrants, or other securities directly or indirectly convertible into or exchangeable for Buyer Common Stock or Company common stock;
(h) increase or decrease the authorized number of directors constituting the Board of Directors.
Certain Protective Provisions. In addition to any other approvals that may be required by the Certificate of Incorporation, the by-laws of the Company (the “By-laws”), and applicable law, approval of the following matters shall require the vote of at least a majority of the full Board of Directors of the Company, including each of the Designated Directors, as well as the written consent of each of 3i QPEL and BFI in its capacity as a Stockholder:
(a) any transactions between the Company and/or any subsidiary of the Company and any Stockholder or any Affiliate of a Stockholder other than compensation matters customarily within the authority of the Compensation Committee and transactions that are both (i) on arms’ length terms (as determined by a majority of the members of the Board of Directors that are disinterested in the applicable transaction) and (ii) if applicable, comply with the related party rules in effect from time to time as part of the AIM Rules as well as of any other stock exchange on which the Common Stock is listed for trading.
(b) taking any action, whether by way of the redemption or repurchase of any shares of Common Stock or any other capital stock of the Company or other reclassification of the Common Stock or other capital stock of the Company (or any other recapitalization transaction involving the Company), that would result in 3i QPEL, or from and after such time as the BFI Group shall not be the Majority Stockholder, BFI, and its Related Parties owning a majority of the issued and outstanding Common Stock.
(c) taking any action, including by way of any amendment to the Certificate of Incorporation or By-laws that would impair or reduce the rights, preferences and privileges of a Stockholder under this Agreement or the Certificate of Incorporation and By-laws in a manner that is disproportionately adverse to such Stockholder.
(d) taking any action, whether by way of distribution, issuance or sale of any shares of Common Stock or any other capital stock of the Company, in connection with any reclassification, dividend or distribution, stock split or other recapitalization transaction that would have the effect of reducing 3i QPEL’s or BFI’s percentage ownership of the Stock of the Company in a manner that is disproportionately adverse to one of such Stockholders (provided that nothing in this subsection (d) shall restrict the Company’s ability to issue additional Stock for cash pursuant to and in accordance with Article III).
(e) the authorization of any series o...
Certain Protective Provisions. If Universal exercises such First Negotiation/First Refusal Right, if the Parties agree to terms for Universal's acquisition of rights in the Post-Sequel Casper Video, and if Universal timely releases such Made-for-Video Product in accordance with such terms of agreement, then Harv▇▇ ▇▇▇l agree that there will be no initial release by Harv▇▇, ▇▇ by any of its licensees, distributors or subdistributors, during the six (6) months preceding and the nine (9) months following the initial release of the Post-Sequel Casper Video, of any Made-for-Video Product that includes a Casper Character, except for Made-for-Video Products of less than thirty-five (35) minutes duration (exclusive of main and end titles).