Series B Protective Provisions Sample Clauses
Series B Protective Provisions. Except as otherwise required by law, the Series B Preferred Stock shall have no voting rights. However, so long as twenty percent (20%) of the shares of Series B 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 B Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class:
3.3.1 acquire any equity interest, or substantially all the assets, of any other entity;
3.3.2 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 B Preferred Stock receive the full Series B Liquidation Amount (as defined below) in connection with any of the foregoing;
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;
3.3.4 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;
3.3.5 enter into, or amend or modify, any agreement, contract or arrangement with any of the Founders;
3.3.6 effect any Liquidation Event or consent thereto, unless the holders of the then outstanding shares of Series B Preferred Stock receive the full Series B Liquidation Amount; or
3.3.7 enter into any agreement, contract or arrangement with respect to the foregoing.
Series B Protective Provisions. So long as any Series B Preferred Shares are outstanding, any action by the Company or any of its Subsidiaries (whether by amendment of the Company’s Revised M&A or otherwise, and whether in a single transaction or a series of related transactions) that effects or approves any of the following transactions involving the Company or any of its Subsidiaries shall require the approval of the holders representing more than sixty percent (60%) of the then outstanding Series B Preferred Shares:
(a) increase, reduce or cancel the authorized or issued share capital of the Company and/or any of its Subsidiaries or issue, allot, purchase or redeem any shares or securities convertible into or carrying a right of subscription in respect of shares or any share warrants or grant or issue any options rights or warrants of which may require the issue of shares in the future or do any act which has the effect of diluting or reducing the effective shareholding of the holders of the Series B Preferred Shares in the Company;
(b) take any action that authorizes, creates or issues shares of any class of capital stock having preferences superior to or on a parity with the holders of the Series B Preferred Shares;
(c) take any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets senior to or on an parity with the preference of the holders of the Series B Preferred Shares; or
(d) amend the Company’s Revised M&A in a manner that adversely affects the rights of the holders of the Series B Preferred Shares or amends or changes the rights, preferences, privileges or powers of, or the restrictions provided for, the benefit of the holders of the Series B Preferred Shares.
Series B Protective Provisions. In addition to such other limitations as may be provided in the Restated Articles, any of the following acts (whether by merger, amalgamation, consolidation, scheme of arrangement, amendment or otherwise and whether in a single transaction or in a series of related transactions) shall in each case require the prior written approval of the holder(s) of at least a majority of the outstanding Series B Shares (as used in this Section, the term “Group Companies”, to the extent applicable, includes both the Company and each of its subsidiaries and affiliates, including without limitation the BVI Subsidiary, the Japan Subsidiary, the U.S. Subsidiary and the PRC Subsidiary), provided that where any such act requires the approval of the shareholders of the Company in accordance with the Companies Law (Revised) of the Cayman Islands, as amended from time to time (the “Law”), and such consent has not been obtained, the holders of the Series B Shares shall have the voting rights equal to all the shareholders of the Company who voted in favour of the resolution plus one:
(i) Adoption or change to the Restated Articles or other charter documents of any Group Company in a manner that could alter or change the rights, preference or privileges of any Series B Shares;
(ii) Any increase or decrease in the authorized size of the Board, or the establishment of any board committee and the delegation of any authority to the board of directors of any Group Company, or any change in the number of directors of any Group Company other than the Company;
(iii) Any issuance by any Group Company of any new securities or any new instruments that are convertible into securities, excluding (i) any issuance of Ordinary Shares upon conversion of Preferred Shares, (ii) any issuance of Ordinary Shares (or options or warrants therefor) under equity incentive plans approved by the Compensation Committee of the Company and holders of more than 50% of the Preferred Shares, (iii) any issuance of securities approved by a majority of the Board, which majority shall include all the Preferred Directors;
(iv) Issuance of Series B-3 Shares, except pursuant to the exercise of any Investor Warrants as defined in the Series B Purchase Agreement;
(v) Any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series B Shares set forth in the Restated Articles;
(vi) Any authorization, creation or issuance by the Company of any class or seri...
Series B Protective Provisions. So long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, without the approval, by vote or written consent, of the holders of a majority of the Series B Preferred Stock then outstanding, voting as a separate series:
(a) amend its Certificate of Incorporation in any manner that would alter or change the rights, preferences, privileges or restrictions of such series of Preferred Stock;
(b) authorize or issue any other equity security, including any other security convertible into or exercisable for any equity security having rights or preferences senior to or being on a parity with such series of Preferred Stock as to dividend rights or liquidation preferences;
(c) reclassify any outstanding shares of securities of the Corporation into shares having rights, preferences or privileges senior to or on a parity with the Series B Preferred Stock; or
(d) amend its Certificate of Incorporation or Bylaws in any manner that materially and adversely affects the rights of such series of Preferred Stock.
Series B Protective Provisions. So long as not less than one million (1,000,000) shares in the aggregate of the Series B Convertible Preferred Stock are outstanding (as adjusted for any stock splits, stock dividends, recapitalizations or the like), this Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least two-thirds of the then outstanding shares of Series B Convertible Preferred Stock (voting as a separate class) take any action that:
(i) Amends or repeals any provision of this Corporation’s Articles of Incorporation, as amended (including any amendment or repeal effected by way of a merger involving the Corporation), to alter or change the terms, rights and/or preferences of the Series B Convertible Preferred Stock other than through the creation or amendment of another class, type or series of stock; or
(ii) increases the authorized number of shares of the Series B Convertible Preferred Stock.
Series B Protective Provisions. In addition to any other rights ------------------------------ provided by law, so long as any share of Series B Preferred Stock shall be outstanding, the Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of the majority of the outstanding shares of Series B Preferred Stock voting separately as a separate class, take any action which alters or changes any of the rights, privileges or preferences of the Series B Preferred Stock, including without limitation increasing or decreasing the aggregate number of authorized shares of such series other than an increase incident to a stock split. RESOLVED FURTHER, that the President or any Vice President and the Secretary or any Assistant Secretary of this Corporation be, and they hereby are, authorized and directed to prepare and file a Certificate of Designation in accordance with the foregoing resolution and the provisions of Delaware law and to take such actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolutions."
Series B Protective Provisions. The Company shall not without the written consent of the holders of a majority of the Series B Preferred Shares then outstanding (a) increase or decrease the authorized number of Series B Preferred Shares or (b) alter or change (whether or not by amalgamation, merger, consolidation or otherwise) the rights, preferences or privileges of the Series B Preferred Shares.