Company Charter Documents; Memorandum and Articles of Association; Ranking of Preference Shares. The Company will ensure that no alteration or amendment is made to the constitutional or charter documents of any of the Group Companies except in accordance with this Agreement.
Company Charter Documents; Memorandum and Articles of Association; Ranking of Preference Shares. Each Founder will ensure that no alteration or amendment is made to the Memorandum and Articles of Association or any charter documents of the Corporate Founder or any of the Group Companies except in accordance with the Transaction Agreements. Without limiting the foregoing, specifically each Founder, as record shareholder of the Shares, or director, officer or holder of any other interest in the shares of Tekventure or UIL or the Company, hereby agrees to take any and all actions necessary or advisable, as may be requested by the Investors, to ensure that the Company will abide by and act in accordance with the Memorandum and Articles of Association and the Convertible Notes, as duly amended from time to time. In addition, each of the Company and the Founders agrees and undertakes to ensure that, except as otherwise consented to by holders of a majority of the outstanding Series A Preference Shares or a majority of the outstanding Series B Preference Shares, each series of Preference Shares voting as a separate class and on as converted basis, or the holders of a majority of the principal amount of the Convertible Notes then outstanding (or of such other securities received in exchange for or upon conversion of such Preference Shares or Convertible Notes), as the case may be, as set forth in Section 6, the rights of the Series A Preference Shares or Series B Preference Shares or Convertible Notes will not be subordinated and will at all times be at least equal to the rights granted to any other securities of the Company of any class or series, of a similar nature, currently issued and outstanding or to be issued in the future. The Memorandum and Articles of Association and the Convertible Notes are hereby incorporated into this Agreement by this reference. Notwithstanding the foregoing, the covenants set forth in this Section 9.1 shall be binding on the Individual Founders only with respect to the time period such Individual Founder is an employee, officer, director, option holder, or a direct, indirect, record or beneficial shareholder of Tekventure, UIL or the Company.
