Common use of Series A Preferred Stock Protective Provisions Clause in Contracts

Series A Preferred Stock Protective Provisions. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights. However, so long as twenty percent (20%) of the shares of Series A Preferred Stock issued on the Original Issue Date remain 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 at least fifty-one percent (51%) of the then outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class: 3.2.1 acquire any equity interest, or substantially all the assets, of any other entity; 3.2.2 merge or consolidate into or with any other entity, or sell all or substantially all the assets of the Corporation, unless the holders of the Series A Preferred Stock receive the full Series A Liquidation Amount (as defined below) in connection with any of the foregoing; 3.2.3 create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock or issue any additional shares of Series A Preferred Stock after the Original Issue Date (as defined below in Section 5.4.1); 3.2.4 create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or otherwise incur indebtedness on a consolidated basis, if the aggregate indebtedness of the Corporation for borrowed money following such action would exceed the maximum commitment under the Corporation’s credit agreement outstanding on the Original Issue Date; 3.2.5 enter into, or amend or modify, any agreement, contract or arrangement with any of Xxxxx Xxxxxx, Xxxxx Xxxxx or Xxxxxxxxx Xxxxxx (collectively, the “Founders”); 3.2.6 effect any Liquidation Event or consent thereto, unless the holders of the then outstanding shares of Series A Preferred Stock receive the full Series A Liquidation Amount; or 3.2.7 enter into any agreement, contract or arrangement with respect to the foregoing.

Series A Preferred Stock Protective Provisions. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights. However, so long as twenty percent (20%) of the shares of Series A Preferred Stock issued on the Original Issue Date remain 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 at least fifty-one percent (51%) of the then outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class: 3.2.1 acquire any equity interest, or substantially all the assets, of any other entity; 3.2.2 merge or consolidate into or with any other entity, or sell all or substantially all the assets of the Corporation, unless the holders of the Series A Preferred Stock receive the full Series A Liquidation Amount (as defined below) in connection with any of the foregoing; 3.2.3 create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock or issue any additional shares of Series A Preferred Stock after the Original Issue Date (as defined below in Section 5.4.1) 3.2.4 change, amend or terminate the rights, privileges and designations of Series A Preferred Stock as set forth herein; 3.2.4 3.2.5 create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or otherwise incur indebtedness on a consolidated basis, if the aggregate indebtedness of the Corporation for borrowed money following such action would exceed the maximum commitment under the Corporation’s credit agreement outstanding on the Original Issue Date; 3.2.5 3.2.6 enter into, or amend or modify, any agreement, contract or arrangement with any of Xxxxx Xxxxxx, Xxxxx Xxxxx or Xxxxxxxxx Xxxxxx (collectively, the “Founders”); 3.2.6 3.2.7 effect any Liquidation Event or consent thereto, unless the holders of the then outstanding shares of Series A Preferred Stock receive the full Series A Liquidation Amount; or 3.2.7 3.2.8 enter into any agreement, contract or arrangement with respect to the foregoing.

Series A Preferred Stock Protective Provisions. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights. However, so long as twenty percent (20%) of the At any time when shares of Series A Preferred Stock issued on the Original Issue Date remain 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 at least fifty-one percent (51%) a majority of the then outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class: 3.2.1 acquire any equity interest(a) liquidate, dissolve or substantially all wind-up the assets, of any other entity; 3.2.2 merge or consolidate into or with any other entity, or sell all or substantially all the assets business and affairs of the Corporation, unless the holders of the Series A Preferred Stock receive the full Series A effect any Deemed Liquidation Amount (as defined below) in connection with Event, or consent to any of the foregoing; 3.2.3 (b) alter or change the rights, preferences or privileges of the Series A Preferred Stock; (c) amend, waive, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation in a manner that adversely affects the powers, preferences or rights of the Series A Preferred Stock; (d) create, reclassify or authorize the creation or reclassification of, or issue or obligate itself to issue shares of, any additional class or series of capital stock or issue any additional shares of unless the same ranks junior to the Series A Preferred Stock after with respect to the Original Issue Date distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and redemption rights; (e) increase or decrease the authorized number of shares of Preferred Stock or Common Stock; (f) in-license any material intellectual property (other than in connection with the Initial Closing or the First Milestone Closing, as defined below in Section 5.4.1the Purchase Agreement); 3.2.4 create(g) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, or authorize the creation of, or issue, or authorize the issuance any shares of any debt security, or otherwise incur indebtedness on a consolidated basis, if the aggregate indebtedness capital stock of the Corporation for borrowed money following such action would exceed the maximum commitment under the Corporation’s credit agreement outstanding other than (i) redemptions of or dividends or distributions on the Original Issue Date; 3.2.5 enter into, or amend or modify, any agreement, contract or arrangement with any of Xxxxx Xxxxxx, Xxxxx Xxxxx or Xxxxxxxxx Xxxxxx (collectively, the “Founders”); 3.2.6 effect any Liquidation Event or consent thereto, unless the holders of the then outstanding shares of Series A Preferred Stock receive as expressly authorized herein, (ii) dividends or other distributions payable on the full Common Stock solely in the form of additional shares of Common Stock and (iii) repurchases of stock 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 at the lower of the original purchase price or the then-current fair market value thereof or (iv) as approved by the Board of Directors, including the approval of a majority of the Series A Liquidation AmountDirectors; or 3.2.7 enter into any agreement, contract (h) increase or arrangement with respect to decrease the foregoingauthorized number of directors constituting the Board of Directors.

Series A Preferred Stock Protective Provisions. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights. However, so long as twenty percent (20%) of the At any time when at least 5,000,000 shares of Series A Preferred Stock issued on (subject to appropriate adjustment in the Original Issue Date remain event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A 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 this Second Amended and Restated Certificate of Incorporation) the written consent or affirmative vote of the holders of at least fifty-one percent (51%) of the then outstanding shares of Series A Preferred Stock, 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: 3.2.1 acquire any equity interest3.3.1 liquidate, dissolve or substantially all wind-up the assets, of any other entity; 3.2.2 merge or consolidate into or with any other entity, or sell all or substantially all the assets business and affairs of the Corporation, unless the holders of the Series A Preferred Stock receive the full Series A effect any merger or consolidation or any other Deemed Liquidation Amount (as defined below) in connection with Event, or consent to any of the foregoing; 3.2.3 3.3.2 amend, alter or repeal any provision of this Second Amended and Restated Certificate of Incorporation or Bylaws of the Corporation in a manner that adversely affects the powers, preferences or rights of the Series A Preferred Stock; 3.3.3 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 ranks junior to the Series A Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or issue any additional winding up of the Corporation and the payment of dividends, or increase the authorized number of shares of Series A Preferred Stock after or increase the Original Issue Date (as defined below in Section 5.4.1)authorized number of shares of any additional class or series of capital stock of the Corporation unless the same ranks junior to the Series A Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation and the payment of dividends; 3.2.4 3.3.4 (i) reclassify, alter or amend any existing security of the Corporation that is pari passu with the Series A Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation or the payment of dividends, if such reclassification, alteration or amendment would render such other security senior to the Series A Preferred Stock in respect of any such right, preference, or privilege or (ii) reclassify, alter or amend any existing security of the Corporation that is junior to the Series A Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation or the payment of dividends, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Series A Preferred Stock in respect of any such right, preference or privilege. 3.3.5 cause or permit any of its subsidiaries to, without approval of the Board of Directors, including at least one Series A Director, 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; 3.3.6 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 Series A 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, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof; 3.3.7 create, or authorize the creation of, or issue, or authorize the issuance of any debt securitysecurity or create any lien or security interest (except for purchase money liens or statutory liens of landlords, mechanics, materialmen, workmen, warehousemen and other similar persons arising or incurred in the ordinary course of business) or incur other indebtedness for borrowed money, including but not limited to obligations and contingent obligations under guarantees (but excluding any trade payables incurred in the ordinary course of business and any equipment financings entered into in the ordinary course of business), or permit any subsidiary to take any such action with respect to any debt security lien, security interest or other indebtedness for borrowed money; 3.3.8 create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Corporation, or permit any subsidiary to create, or authorize the creation of, or issue or obligate itself to issue, any shares of any class or series of capital stock, or sell, transfer or otherwise incur indebtedness on a consolidated basis, if the aggregate indebtedness dispose of any capital stock of any direct or indirect subsidiary of the Corporation for borrowed money following such action would exceed the maximum commitment under the Corporation’s credit agreement outstanding on the Original Issue Date; 3.2.5 enter into, or amend permit any direct or modifyindirect subsidiary to sell, any agreementlease, contract transfer, exclusively license or arrangement with any otherwise dispose (in a single transaction or series of Xxxxx Xxxxxx, Xxxxx Xxxxx related transactions) of all or Xxxxxxxxx Xxxxxx (collectively, the “Founders”); 3.2.6 effect any Liquidation Event or consent thereto, unless the holders substantially all of the then outstanding shares assets of Series A Preferred Stock receive the full Series A Liquidation Amountsuch subsidiary; or 3.2.7 enter into any agreement, contract 3.3.9 increase or arrangement with respect to decrease the foregoingauthorized number of directors constituting the Board of Directors.

Series A Preferred Stock Protective Provisions. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights. However, For so long as twenty at least fifty percent (2050%) of the number of shares of Series A Preferred Stock originally issued on (subject to appropriate adjustment in the Original Issue Date event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Series A Preferred Stock) remain 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 Articles of Incorporation) the written consent or affirmative vote of the holders of at least fifty-one percent (51%) a majority of the then outstanding shares of Series A Preferred Stock, 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. 3.2.1 acquire any equity interest5.2.1 liquidate, dissolve or substantially all wind-up the assets, of any other entity; 3.2.2 merge or consolidate into or with any other entity, or sell all or substantially all the assets business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event, or consent to any of the foregoing, unless as a result of any Deemed Liquidation Event, the holders of the Series A Preferred Stock Shares receive the their full Series A Liquidation Amount (as defined below) Preference Amount, in connection with which case no such consent shall be necessary; 5.2.2 amend, alter or repeal any provision of the foregoingArticles of Incorporation or Bylaws of the Corporation in a manner that adversely affects the powers, preferences or rights of the Series A Preferred Stock; 3.2.3 5.2.3 create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock other than shares of Common Stock or issue any additional as otherwise permitted in Section 2 hereof, or increase the authorized number of shares of Series A Preferred Stock after or increase the Original Issue Date (authorized number of shares of any additional class or series of capital stock other than as defined below permitted in Section 5.4.1)2 hereof; 3.2.4 create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or otherwise incur indebtedness on a consolidated basis, if the aggregate indebtedness of the Corporation for borrowed money following such action would exceed the maximum commitment under the Corporation’s credit agreement outstanding on the Original Issue Date; 3.2.5 enter into, or amend or modify, any agreement, contract or arrangement with any of Xxxxx Xxxxxx, Xxxxx Xxxxx or Xxxxxxxxx Xxxxxx (collectively, the “Founders”); 3.2.6 effect any Liquidation Event or consent thereto, unless the holders of the then outstanding shares of Series A Preferred Stock receive the full Series A Liquidation Amount; or 3.2.7 enter into any agreement, contract or arrangement with respect to the foregoing.

Series A Preferred Stock Protective Provisions. Except as otherwise required In addition to any other rights provided by law, the Series A Preferred Stock Corporation shall have no voting rights. However, so long as twenty percent (20%) not and shall not permit any direct or indirect Subsidiary of the shares of Series A Preferred Stock issued on Corporation to, without first obtaining the Original Issue Date remain outstanding, the Corporation shall not, either directly affirmative vote 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 at least fifty-one percent (51%) a majority of the then outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class: 3.2.1 acquire any equity interest, or substantially all (i) increase the assets, authorized number of any other entityshares of Series A Preferred Stock; 3.2.2 merge (ii) amend, alter or consolidate into repeal the preferences, special rights or with any other entity, or sell all or substantially all the assets of the Corporation, unless the holders powers of the Series A Preferred Stock receive so as to affect adversely the full Series A Liquidation Amount (as defined below) in connection with any of the foregoing; 3.2.3 create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock or issue any additional shares of Series A Preferred Stock after the Original Issue Date (as defined below in Section 5.4.1)Stock; 3.2.4 (iii) on or prior to the 18th month anniversary of the Initial Issuance Date, create, or authorize the creation of, or issue, or authorize the issuance of any debt security or any equity security or incur, or authorize the incurrence of any other Indebtedness, if such debt security, equity security or otherwise incur indebtedness on a consolidated basis, if other Indebtedness is (A) one with preference or priority over the aggregate indebtedness rights of the Corporation for borrowed money following such action would exceed the maximum commitment under the Corporation’s credit agreement outstanding on the Original Issue Date; 3.2.5 enter into, or amend or modify, any agreement, contract or arrangement with any of Xxxxx Xxxxxx, Xxxxx Xxxxx or Xxxxxxxxx Xxxxxx (collectively, the “Founders”); 3.2.6 effect any Liquidation Event or consent thereto, unless the holders of the then outstanding shares of Series A Preferred Stock as to the right to either receive dividends or amounts distributable upon liquidation, dissolution or winding up of the full Corporation and (B) issued or incurred with net proceeds to the Corporation or will have outstanding principal amount incurred plus accrued interest, as applicable, in an amount, individually or in the aggregate, more than $6,000,000 less the then outstanding principal amount of Vringo Notes (as defined in the Agreement and Plan of Merger, dated as of [___], 2012 (the "Subscription Date"), by and among Vringo, Inc., a Delaware corporation ("Parent"), VIP Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent, and the Corporation; provided, that the Corporation and its Subsidiaries shall be permitted to incur Indebtedness, provided, that the liens or other encumbrances, if any, on such Indebtedness cover only assets acquired after the Initial Issuance Date, and the holder of such Indebtedness expressly subordinates to the Holders of the Series A Liquidation Amount; or 3.2.7 enter into any agreement, contract or arrangement Preferred Stock with respect to assets owned by the foregoing.Corporation on or prior to the Initial Issuance Date pursuant to a subordination agreement in form and substance reasonably satisfactory to the Required Holders; or