Protective Provision. The Corporation shall not, whether by merger, consolidation or otherwise, amend, alter, repeal or waive Parts B or C of this Article IV (or adopt any provision inconsistent therewith), without first obtaining the affirmative vote or written consent of the holders of a majority of the then outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable law, this Restated Certificate or the By-laws of the Corporation.
Appears in 3 contracts
Samples: Contribution and Exchange Agreement (Special Diversified Opportunities Inc.), Contribution and Exchange Agreement (Special Diversified Opportunities Inc.), Contribution and Exchange Agreement (Special Diversified Opportunities Inc.)
Protective Provision. The Corporation shall not, whether by merger, consolidation or otherwise, amend, alter, repeal or waive Parts B or C of this Article IV (or adopt any provision inconsistent therewith), without first obtaining the affirmative vote or written consent of the holders of a majority of the then outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable law, this Restated Certificate or the By-laws of the Corporation.. β
Appears in 2 contracts
Samples: Contribution and Exchange Agreement (Special Diversified Opportunities Inc.), Contribution and Exchange Agreement (Special Diversified Opportunities Inc.)
Protective Provision. The Corporation shall not, whether by amendment, merger, consolidation or otherwise, amend, alter, repeal or waive Parts B or C of this Article IV (or adopt any provision inconsistent therewith), without first obtaining the affirmative approval (by vote at a stockholders meeting or written consent consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable lawamend, alter, repeal or waive Sections (B)(2)(b), (C), (D) or (E) of this Restated Certificate or the By-laws of the CorporationArticle IV.
Appears in 2 contracts
Samples: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Protective Provision. The Corporation shall not, whether by amendment, merger, consolidation or otherwise, amend, alter, repeal or waive Parts B or C of this Article IV (or adopt any provision inconsistent therewith), without first obtaining the affirmative approval (by vote at a stockholders meeting or written consent consent, as provided by law) of the holders of a majority of the then outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable lawamend, alter, repeal or waive Sections (B)(2)(b), (C), (D) or (E) of this Restated Certificate or the By-laws of the CorporationArticle IV.
Appears in 1 contract
Samples: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Protective Provision. The Corporation shall not, whether by merger, consolidation or otherwise, amend, alter, repeal or waive Parts B or C of this Article IV (or adopt any provision inconsistent therewith), without first obtaining the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under this Certificate of Incorporation) of the holders of a majority of the then outstanding shares of Class B A-1 Common Stock, voting as a separate class, in addition to any other vote required by applicable law, this Restated Certificate of Incorporation or the By-laws of the CorporationBylaws.
Appears in 1 contract
Protective Provision. The Corporation shall not, whether by merger, consolidation or otherwise, amend, alter, repeal or waive Parts B or C any provision of Part A of this Article IV FOURTH (or adopt any provision inconsistent therewith), without first obtaining the affirmative vote or written consent of the holders of a majority of the then outstanding shares of Class A Common Stock and Class B Common Stock, each voting as a separate class, in addition to any other vote required by applicable law, this Restated the Certificate of Incorporation or the By-laws of the Corporation.
Appears in 1 contract
Protective Provision. The Corporation shall not, whether by merger, consolidation or otherwise, amend, alter, repeal or waive Parts B or C of this Article IV Section 4.3(h) (or adopt any provision inconsistent therewith), without first obtaining the affirmative vote (or written consent if action by written consent of stockholders is permitted at such time under this Certificate of Incorporation) of the holders of a majority of the then outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable law, this Restated Certificate of Incorporation or the By-laws Bylaws of the Corporation.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Gamco Investors, Inc. Et Al)