Preferred Stock Protective Provisions Clause Samples
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Preferred Stock Protective Provisions. At any time when at least 767,882 shares of Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to any series of Preferred Stock) are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of shares of Preferred Stock representing at least four-fifths of the votes represented by all outstanding shares of Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) voting together as a single class on an as-converted basis:
(a) liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any Deemed Liquidation Event, or consent to any of the foregoing;
(b) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock unless the same (i) ranks junior to the Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends or other distributions and redemption rights and (ii) does not have more favorable protective provisions or rights to elect directors under this Certificate of Incorporation than the Series A Preferred Stock, Series A-l Preferred Stock and Series B Preferred Stock;
(c) increase or decrease the authorized number of shares of Common Stock or Preferred Stock;
(d) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock and (iii) repurchases of stock at the original purchase price from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service;
(e) effect any significant change in the business of the Corporation, enter new lines of business, or exit t...
Preferred Stock Protective Provisions. At any time when at least 200,000 shares of Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock) are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, do any of the following without (in addition to any other vote required by law or this Amended and Restated Certificate of Incorporation) the written consent or affirmative vote of the Requisite Holders given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect.
3.4.1 liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event, or consent to any of the foregoing;
3.4.2 amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation or Bylaws of the Corporation;
3.4.3 (i) create, or authorize the creation of, or issue or obligate itself to issue shares of, or reclassify, any capital stock other than equity issuances to non-executive service providers pursuant to the Corporation’s 2017 Equity Incentive Plan that are approved by the Board of Directors, including the Series A Director, if any, or (ii) increase the authorized number of shares of Preferred Stock or any additional class or series of capital stock of the Corporation;
3.4.4 cause or permit any of its subsidiaries to sell, issue, sponsor, create or distribute any digital tokens, cryptocurrency or other blockchain-based assets (collectively, “Tokens”), including through a pre-sale, initial coin offering, token distribution event or crowdfunding, or through the issuance of any instrument convertible into or exchangeable for Tokens;
3.4.5 purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock and (iii) repurchases of stock from former employees, officers, directors, consultan...
Preferred Stock Protective Provisions. At any time when (following the applicable Issue Date) (A) the shares of Common Stock issuable upon conversion of the outstanding shares of Series A Preferred Stock represent at least five percent (5%) of the sum of
Preferred Stock Protective Provisions. As long as any shares of Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, do any of the following without (in addition to any other vote required by law, the Certificate of Incorporation or this Certificate of Designation) the written consent or affirmative vote of the Requisite Holders, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:
(i) liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event (as defined below), or consent to any of the foregoing;
(ii) increase the authorized number of shares of Preferred Stock;
(iii) (A) amend, alter or repeal any provision of this Certificate of Designation, or (B) amend, alter or repeal any provision of the bylaws of the Corporation or any other charter documents in a manner adverse to any Holder of shares of Preferred Stock;
(iv) enter into or be a party to any related-party transaction with any director, officer, stockholder or employee of the Corporation or any of their respective affiliates, other than employment arrangements approved by the Board of Directors, unless such transaction is on terms that are no less favorable to the Corporation than those the Corporation would have been reasonably likely to obtain as the result of arms’-length negotiations with an unrelated third party;
(v) change or alter the principal business of the Corporation from exploiting clean energy; or
(vi) effect any of the foregoing, with respect to any direct or indirect subsidiary or affiliate, or agree or commit to do any of the foregoing.
Preferred Stock Protective Provisions. So long as one million (1,000,000) shares of Preferred Stock are outstanding in the aggregate (as adjusted for stock splits, stock dividends, reclassifications and the like), the Company shall not (whether by amendment, merger, recapitalization, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least 65% of the then outstanding shares of the Preferred Stock (voting together as a single class with each holder of Preferred Stock entitled to one vote per share of Preferred Stock then held by such holder) amend the Budget and Business Plan for a given fiscal year after its initial adoption, unless approved by the Board of Directors pursuant to Section 3.14(b).
Preferred Stock Protective Provisions. At any time when at least 3,640 shares of Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Preferred Stock) are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, do any of the following without (in addition to any other vote required by law or this Amended and Restated Certificate of Incorporation) the written consent or affirmative vote of the Requisite Holders given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect.
3.3.1 liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event, or consent to any of the foregoing;
3.3.2 amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation or Bylaws of the Corporation;
3.3.3 (i) create, or authorize the creation of, or reclassify, any capital stock unless the same ranks junior to the Preferred Stock with respect to its rights, preferences and privileges, or
Preferred Stock Protective Provisions. As long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or written consent of the Holders of 67% of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or pari passu with, the Preferred Stock, (c) amend its certificate of incorporation in any manner that adversely affects rights of Preferred Stock, (d) increase the number of authorized shares of Preferred Stock, (e) issue any shares of Class A Preferred Stock or (f) enter into any agreement committing the Corporation to do any of the foregoing.
Preferred Stock Protective Provisions. During the period commencing on the Issue Date and ending on the Board Election Termination Date, the Corporation shall not, at any time or from time to time following the Issue Date, without the prior affirmative vote or written consent of the Holders of a majority of the issued and outstanding shares of Special Voting Preferred Stock:
(a) Change, amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation, whether by merger, consolidation or otherwise, or create a new series of Preferred Stock or issue any other securities, to the extent any such action would adversely affect the powers, obligations, preferences or relative, participating, optional, special or other rights of the Holders of the Special Voting Preferred Stock or the qualifications, limitations or restrictions of the Holders of the Special Voting Preferred Stock; or
(b) Increase or decrease the authorized number of members of the Board, such that the Board shall consist of more or less than seven (7) directors, including any Preferred Directors.
Preferred Stock Protective Provisions. The Corporation shall not, without first obtaining the approval (by vote or written consent) of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding:
(A) take any action that would alter or change materially and adversely the rights, preferences or privileges of any series of Preferred Stock then outstanding;
(B) authorize or issue any new class or series of equity securities having any preference or priority as to voting, dividends, or distribution of assets upon liquidation, merger or otherwise which is superior to or on a parity with any such preference or priority of any series of Preferred Stock then outstanding;
(C) sell all or substantially all of its assets, or merge into or consolidate with any other entity (other than a wholly-owned subsidiary of the Corporation), or effect any transaction or series of related transactions in which at least a majority of the Corporation's voting power is disposed of;
(D) increase or decrease (other than by conversion) the number of authorized shares of any class or series of equity securities;
(E) effect an exchange, reclassification or cancellation of shares of any class or series of Stock;
(F) increase the number of authorized directors of the Corporation's Board of Directors to more than three (unless unanimously approved by the Corporation's Board of Directors);
(G) pay or declare a dividend on any shares of Common Stock (payable other than in Common Stock or Common Stock Equivalents); or
(H) do any act which would result in taxation under Section 305 of the Internal Revenue Code of 1986, as amended. The provisions of this Section 4.5 shall not limit or restrict any rights which any holder of Preferred Stock may have under the DGCL.
Preferred Stock Protective Provisions. For so long as shares of Series E Preferred Stock remain outstanding, in addition to any other vote or consent of stockholders required by law or this Certificate of Designation, the vote or consent of the holders of a majority of the shares of Series E Preferred Stock then outstanding (the “Requisite Holders”) shall be necessary for effecting or validating, either directly or indirectly, by amendment, merger, consolidation or otherwise: (i) any amendment, alteration or repeal of any provision of this Certificate of Designation or of the Certificate of Incorporation or Bylaws of the Company if such amendment, alteration or repeal will adversely affect the rights of the holders of the Series E Preferred Stock in a manner different from any other series of preferred stock or (ii) the liquidation or dissolution of the Company.