Common use of Matters Requiring Investor Director Approval Clause in Contracts

Matters Requiring Investor Director Approval. So long as the holders of Series A Preferred Stock are entitled to elect any Series A Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of at least one (1) of the Series A Directors: (a) make, or permit any subsidiary to 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, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, 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, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, 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 of Directors; (e) incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise 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, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, except for (i) transactions contemplated by this Agreement and the Purchase Agreement or (ii) 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, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (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 money or assets greater than $100,000.

Matters Requiring Investor Director Approval. So long as the holders of Series A Preferred Stock are entitled to elect any a Series A DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of at least one (1) four of the Series A Directors: (a) make, or permit any subsidiary to 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, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, 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, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, 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 of Directors; (e) incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise 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, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, except for (i) transactions contemplated by this Agreement and the Purchase Agreement Agreement; transactions resulting in payments to or (ii) by the Company in an aggregate amount less than $60,000 per year; or 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) issue or grant any stock options or stock awards; (h) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officersor changing the vesting schedule of option grants or stock awards from that agreed upon with the Investors; (hi) change the principal business of the Company, enter new lines of business, or exit the current line of business; (ij) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (jk) enter into any corporate strategic relationship involving the payment, contributionthat is, or assignment by the Company or is reasonably likely to be, material to the Company of money or assets greater than $100,000Company.

Matters Requiring Investor Director Approval. So long as the holders of Series A Preferred Stock are entitled to elect any a Series A DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of at least one (1) of the Series A DirectorsDirector: (a) make, or permit any subsidiary to 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, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, 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, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, 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 of Directors; (e) incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise 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, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Certificate of IncorporationCompany’s Restated Charter, except for (i) transactions contemplated by this Agreement and Agreement, the Purchase Agreement and transactions resulting in payments to or (ii) by the Company in an aggregate amount less than $60,000 per year or 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, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, out-license, pledge, or encumber material technology or intellectual property, other than licenses licenses, including click-through and similar end-user license agreements, 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 money or assets greater than $100,000.

Matters Requiring Investor Director Approval. So long as the holders any shares of Series A Preferred Stock are entitled to elect any Series A Directorsremain outstanding, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of DirectorsBoard, which approval must include the affirmative vote of at least one (1) a majority of the Series A DirectorsDirectors then-serving: (a) make, or permit any subsidiary to 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, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, 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, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, 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 of Directors; (e) incur any aggregate indebtedness in excess of $100,000 150,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise 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, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, except for (i) transactions contemplated by this Agreement and the Purchase Agreement or (ii) 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, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (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 money or assets greater than $100,000150,000.