Common use of Matters Requiring Investor Director Approval Clause in Contracts

Matters Requiring Investor Director Approval. So long as the holders of Series C Preferred Stock are entitled to elect a Series C Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, enter into or be a party to any transaction with any director, officer, or Affiliate of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement, the Purchase Agreement, and transactions entered into in the ordinary course of business pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms approved by a majority of the disinterested members of the Board of Directors.

Appears in 4 contracts

Samples: Investors’ Rights Agreement (Tempus AI, Inc.), Investors’ Rights Agreement (Tempus Labs, Inc.), Investors’ Rights Agreement (Tempus Labs, Inc.)

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