General Protective Provisions. Subject to the rights of series of Preferred Stock which may from time to time come into existence (subject to the terms, conditions and approval requirements of the Holders (where applicable), set forth in this Designation), so long as any shares of Series C Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (at a meeting duly called or by written consent, as provided by law) of the holders of a Majority In Interest:
(a) Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series C Preferred Stock;
(b) Re-issue any shares of Series C Preferred Stock converted pursuant to the terms of this Designation;
(c) Effect an exchange, reclassification, or cancellation of all or a part of the Series C Preferred Stock;
(d) Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series C Preferred Stock;
(e) Issue any shares of Series C Preferred Stock other than pursuant to the Share Exchange Agreement;
(f) Alter or change the rights, preferences or privileges of the shares of Series C Preferred Stock so as to affect adversely the shares of such series; or
(g) Amend or waive any provision of the Corporation’s Articles of Incorporation or Bylaws relative to the Series C Preferred Stock so as to affect adversely the shares of Series C Preferred Stock in any material respect as compared to holders of other series of shares.
General Protective Provisions. As long as the Lead Investor, together with its Affiliates, own in the aggregate 10% or more of the issued and outstanding Equity Shares of the Corporation on a Fully Diluted Basis, the Corporation shall not, without the consent of the Lead Investor:
(a) borrow any funds other than borrowing from a federal, provincial, or state government agency or Crown corporation, a chartered bank, trust company, credit union or other similar institution to a maximum of $10 million for working capital purposes, to acquire capital assets for the Business of the Corporation, to manufacture products for sale, to provide performance bonds or to liquidate accounts receivable ("Permitted Borrowings");
(b) guarantee any indebtedness or grant any security over the assets of the Corporation or its Subsidiaries of any borrowings except for Permitted Borrowings;
(c) amend, alter or repeal the provisions of the Series 8 Preferred Shares whether by merger, consolidation or otherwise, so as to affect adversely any right, preference, privilege or voting power of the Series 8 Preferred Shares;
(d) amend the Articles or by-laws of the Corporation so as to affect adversely any right, preference, privilege or voting power of the Series 8 Preferred Shares;
(e) reclassify the Corporation's outstanding securities so as to affect adversely any right, preference, privilege or voting power of the Series 8 Preferred Shares;
(f) increase or decrease the size of the Board of Directors;
(g) amend the Stock Option Plan of the Corporation or create a new equity incentive plan;
(h) materially change the nature of the Corporation's Business ;
(i) proceed with any sale or other disposition by the Corporation of all or substantially all of its assets;
(j) enter into any transaction or series of related transactions effecting a merger, amalgamation, arrangement, consolidation, business combination or any transaction that constitutes a Change of Control;
(k) delist from any stock exchange where its securities are listed or apply for a listing of its securities on any stock exchange; or
(l) initiate or complete a Qualified Public Offering.
General Protective Provisions. Notwithstanding anything else to the contrary contained herein, the Company shall not, without first obtaining the approval of those Members holding of record at least a two-thirds of all of the votes permitted hereunder:
(a) cause or permit the sale of all or substantially all of the Company's assets;
(b) cause or permit the merger or consolidation of the Company into or with another Person;
(c) cause or permit the conversion of the Company into another form of business entity; or
(d) cause or permit to be undertaken by the Company any other material transactions or other activities not in the ordinary course of the Company's business.
General Protective Provisions. 13 Section 5.4
General Protective Provisions. Notwithstanding anything else to the contrary contained herein or in the Management Services Agreement, without first obtaining the written approval of those Members holding of record more than fifty percent (50%) of all votes permitted hereunder, no Person shall cause the Company to:
(a) make any material change proposed by the Contract Manager to the Operating Plan for so long as the Management Services Agreement shall remain in effect;
(b) admit any new Member (except as shall be provided in Sections 6.4(c) and 6.9 of this Agreement) and amend this Agreement accordingly;
(c) issue additional Membership Interests in the Company (except as provided in Section 6.4 of this Agreement) and amend this Agreement accordingly;
(d) terminate the Management Services Agreement pursuant to the terms thereof; provided, however, that in determining whether the necessary percentage required for approval in this Section 5.3(d) has been received, the vote of Synetic will not be included;
(e) exercise the Warrants and distribute the proceeds therefrom to the Members; or
(f) amend the Management Services Agreement; provided, however, that in determining whether the necessary percentage required for approval in this Section 5.3(f) has been received, the vote of Synetic will be included.
General Protective Provisions. Notwithstanding anything in this Agreement to the contrary, no Manager, Member, or officer shall, without first obtaining the written approval of those Members representing at least a majority of all of the votes of Members permitted hereunder:
(a) cause the Dissolution of the Company;
(b) cause or permit the sale of all or substantially all of the Company's assets;
(c) cause or permit the merger or consolidation of the Company into or with another Person; or
(d) cause or permit the conversion of the Company into another form of business entity.
General Protective Provisions. From and after the Closing Date up to and including December 31, 2000, unless otherwise agreed to in writing by Xxxx, Buyer shall:
(1) not cause or permit the Company to (A) sell all or substantially all of its assets, (B) sell or transfer or otherwise dispose of any asset that is necessary or required in connection with the production of income, (C) merge or consolidate with any Person other than Merger Sub or with and into a shell corporation wholly-owned by Buyer, (D) liquidate or dissolve, (E) purchase all or substantially all of the assets or capital stock of any Person, (F) purchase any division or line of products from any Person, (G) add new products or lines of products inconsistent with the Company's strategic plans in effect prior to consummation of the transactions contemplated herein or engage in any business or activities or operations or provide any services which were not being conducted or provided as of December 31, 1996, or (H) add any Subsidiary;
(2) not, and shall cause any Subsidiary of Buyer not to, compete anywhere in the world with the Company business after December 31, 1997; except for the acquisition of any competitive business which Xxxx has had the opportunity to purchase, merge or otherwise add to the Company as an exception to Clause (1) of this Section 10.16(h) but has rejected;
(3) cause all transactions between Buyer and Affiliates of Buyer, on the one hand, and the Company, on the other hand, to be conducted on an arm's length basis on terms and conditions at least as favorable to the Company as the Company could obtain from Persons who were not Buyer or Affiliates of Buyer;
(4) permit Xxxx and Xxxxxx X. Xxxxxx and their respective agents, attorneys and accountants to have reasonable access to all books and records of the Company;
(5) cause the Company to maintain accounting books and records which will provide the information necessary for the calculation of FYE 97 EBIT and FYE 00 EBIT; or
(6) Without the consent of Shareholders' Representative, not materially alter, modify or change the Company's research and development program or the funds devoted to such program.
General Protective Provisions. RIGHT OF ENTRY AND INSPECTION
Section 16.01. Tenant must permit Landlord or its agents, representatives, or employees to enter the Premises for the purposes of inspection; determining whether Tenant is complying with this lease; maintaining, repairing, or altering the Premises; or showing the Premises to prospective tenants, purchasers, mortgagees, or beneficiaries under trust deeds.
General Protective Provisions. 20.01 Lessee shall permit Lessor or Lessor's agents, representatives or employees to enter onto the leased premises for the purpose of inspection to determine whether Lessee is in compliance with the terms of this lease or for the purpose of showing the leased premises to prospective lessees, purchasers, mortgagees or beneficiaries under trust deeds.
20.02 The relationship between Lessor and Lessee at all times shall remain solely that of landlord and tenant, and shall not in any fashion be deemed a partnership or joint venture.
20.03 Neither bankruptcy, insolvency, assignment for the benefit of creditors nor the appointment of a receiver shall affect this lease so long as all covenants of Lessor are continued in performance by Lessee or Lessor and their respective successors or legal representatives.
20.04 No waiver by Lessor or Lessee of any default or breach of any covenant, condition or stipulation herein contained shall be treated as a waiver of any subsequent default or breach of the same or any other covenant, condition or stipulation hereof.
General Protective Provisions. Each of the Group Companies shall not undertake, enter into, or give effect to any of the matters listed below without the consent of Institutional Shareholders who in aggregate hold more than 75% of the total shareholding of the Institutional Shareholders of the Company on a fully diluted and as converted basis:
(a) any adoption or change to the memorandum and articles of association or the articles of incorporation of any of the Group Companies;
(b) any material change in the scope of business, operations or activities of any of the Group Companies;
(c) any changes in the dividend policy of any of the Group Companies;
(d) any change in the authorized number, manner of election, or term of office of directors of any of the Group Companies;
(e) the allotment or issue of, or agreement to allot or issue, any Shares (whether voting or non-voting) or debenture or other securities convertible into Shares (whether voting or non-voting) or other debenture or other securities or capital of any of the Group Companies in whatever form and upon whatever terms, other than pursuant to employee share option plan approved by its board of directors;
(f) any material decision on making an initial public offering or listing of any of the Group Companies and/or any withdrawal therefrom;
(g) any sale, assignment, disposal or transfer by any of the Group Companies (whether in a single transaction or series of transactions) of all or substantially all of the assets, undertaking or business of any of the Group Companies respectively;
(h) entry by any of the Group Companies into, or the modification of the terms of, any agreement, contract, arrangement or transaction with parties in which a director or Shareholder or an Affiliate of either or affiliated companies, employees, officers, shareholders, or any of their related parties has a direct or indirect pecuniary or beneficial interest, except for the business cooperation agreements between the Company and DCB (the “Cooperation Agreements”), pursuant to which (a) DCB shall be engaged by the Group Companies as the exclusive supplier of the Group Companies’ CMO business in the PRC; and (b) to the extent any Group Company has a demand for CRO or CSO services from any third party service provider or has any businesses in relation thereof in the PRC, the Group Companies shall consider giving preference to the services provided by DCB if the terms of the services offered by DCB are no less favorable than other service provider(s); pro...
