Preferred Shares Amendment Clause Samples

Preferred Shares Amendment. For so long as any Subscriber beneficially owns any Preferred Shares, the Issuer shall not amend the terms of the Issuer’s certificate of incorporation (including the Certificate of Designation) in any manner that inhibits the powers, preferences or rights of the holders of Series A Convertible Preferred Stock (including but not limited to the conversion mechanics with respect to the Underlying Shares) (a “Preferred Shares Amendment”) without the prior written consent of all such Subscribers. The Issuer shall provide at least ten (10) business days’ notice to any Subscriber that beneficially owns any Preferred Shares prior to the stockholder’s vote to approve any amendment that affects the powers, preferences or rights of the holders of Series A Convertible Preferred Stock (including but not limited to the conversion mechanics with respect to the Underlying Shares), which notice shall include the proposed terms of such amendment. Any Preferred Shares Amendment effected in violation of this Section 15 shall be void ab initio to the fullest extent permitted under applicable law.