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.
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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.
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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.
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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...
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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."
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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.
Sample 1
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.
Sample 1
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Related to Series B Protective Provisions

  • Protective Provisions In addition to any other vote or consent required herein or by law, unless the directors designated by the holders of the shares of the Series A Preferred Stock originally issued under the Purchase Agreement (as defined herein) control the Board of Directors of the Corporation with respect to all actions, for so long as any shares of the Series A Preferred Stock originally issued under the Purchase Agreement remain outstanding (subject to equitable adjustments for stock splits, stock dividends and the like with respect to the Series A Preferred Stock), except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law or by the Amended and Restated Articles of Incorporation, and in addition to any other vote required by law or by the Amended and Restated Articles of Incorporation, the Corporation shall not, and the Corporation shall cause its subsidiaries not to, as applicable, without the prior vote or written consent of the holders of at least 75% of the shares of the Series A Preferred Stock originally issued under the Purchase Agreement then outstanding: (a) amend the articles or bylaws in any manner that would alter or change any of the rights, preferences, privileges or restrictions of the Series A Preferred Stock or the shares issuable upon conversion of the Series A Preferred Stock; (b) reclassify any outstanding securities into securities having rights, preferences or privileges senior to, or on a parity with, the Series A Preferred Stock; (c) authorize or issue any additional shares of capital stock (other than to holders of the Series A Preferred Stock); (d) merge or consolidate with or into any corporation or other Person; (e) sell all or substantially all their respective assets in a single transaction or series of related transactions; (f) license all or substantially all of their respective intellectual property in a single transaction or series of related transactions; (g) liquidate or dissolve; (h) alter any rights of the holders of the Series A Preferred Stock or change the size of the Board of Directors; (i) declare or pay any dividends (other than dividends payable to the Corporation or its subsidiaries) on or declare or make any other distribution, directly or indirectly, on account of any shares of Common Stock now or hereafter outstanding; (j) repurchase any outstanding shares of capital stock (other than repurchases or redemptions of the Series A Preferred Stock in accordance with the terms hereof); (k) approve or modify by 10% or more the aggregate amount of any annual or other operating or capital budget, or approve or modify by 50% or more any single line item of any such operating or capital budget; (l) increase the salary of any officer or employee or pay any bonus to any officer, director or employee not contemplated in a budget or bonus plan approved by directors designated by the holders of the shares of the Series A Preferred Stock originally issued under the Purchase Agreement then outstanding; (m) retain, terminate or enter into any salary or employment negotiations or employment agreement with any employee or any future employee; (n) incur indebtedness (other than trade payables) or enter into contracts or leases that require payments in excess of $5,000 in the aggregate; (o) make or incur any single capital expenditure; (p) award stock options, stock appreciation rights or similar employee benefits or determine vesting schedules, exercise prices or similar features; (q) make any material change in the nature of its business or enter into any new line of business, joint venture or similar arrangement; (r) pledge its assets or guarantee the obligations of any other individual or entity; (s) recommend approval of any new equity incentive plan; (t) form or acquire any subsidiary, joint venture or similar business entity; or (u) directly or indirectly enter into, or permit to exist, any material transaction with any affiliate of the Corporation, any director or officer or any affiliate of a director or officer, or transfer, pay, loan or otherwise obligate the Corporation to give cash, services, assets or other items of value to affiliates, officers or directors or any affiliate of a officer or director or commit to do any of the preceding after the date hereof, except for employee compensation or for reimbursement of ordinary business expenses.

  • Voting Provisions As a condition precedent to entering into this Agreement, at the request of the Company, Purchaser shall become a party to any voting agreement to which the Company is a party at the time of Purchaser’s execution and delivery of this Agreement, as such voting agreement may be thereafter amended from time to time (the “Voting Agreement”), by executing an adoption agreement or counterpart signature page agreeing to be bound by and subject to the terms of the Voting Agreement and to vote the Shares in the capacity of a “Common Holder” and a “Stockholder,” as such terms may be defined in the Voting Agreement.

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • Leave Provisions Clause No. Title

  • CLOSING PROVISIONS (a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer to Subscriber by name, trade name and trademark, if applicable, and may briefly describe Subscriber’s business in JetBrains marketing materials, on JetBrains Site, and in public or legal documents. Subscriber hereby grants JetBrains a worldwide, non- exclusive, royalty-free license to use Subscriber’s name and any of Subscriber’s trade names and trademarks solely pursuant to this marketing section. (b) This Agreement is governed by the laws of the Czech Republic. All disputes arising from the present Agreement and/or in connection with it shall be finally brought to and decided by any relevant competent common court in the Czech Republic. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. (c) JetBrains may modify this Agreement at any time by posting a revised version of the Agreement on JetBrains Site. The modified terms will become effective upon posting of a revised version of the Agreement on JetBrains Site. By continuing to use Service after the effective date of any modification to this Agreement, Subscriber agrees to be bound by the modified terms. It is Subscriber’s responsibility to check JetBrains Site regularly for modifications to this Agreement. (d) The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship between the parties. (e) Sections 7, 8, 9, 10, 12 (c), 12(d), 14(a), 14(b), and 14(c) shall survive any termination or expiration of this Agree- ment. (f) There are no third-party beneficiaries to this Agreement. (g) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

  • Administrative Provisions (a) Replies to grievances at Step 2 of the grievance procedure and notification to arbitrate shall be by certified mail, courier or by facsimile. (b) Grievances, replies, and notification shall be deemed to have been presented on the date on which they were verifiably transmitted, and received on the date they were delivered to the appropriate office of the Employer or the Union.

  • Scheduling Provisions The scheduling and premium provisions relating to consecutive weekends off in Article 16 do not apply to employees who accept positions under this provision.

  • Remaining Provisions Except as expressly modified by this Amendment, the Employment Agreement shall remain in full force and effect. This Amendment embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, oral or written, relative thereto.

  • General Leave Provisions 21.1.1 Except where explicitly noted in Article 00 Xxxxx Xxxxx, the Employer may implement, modify, or eliminate the leaves of absence as outlined in this Article and consistent with all state and federal leave requirements. The Employer reserves the right to modify its Leave of Absence policies. The Employer will inform the Union of any material and substantial changes in its Leave of Absence policies prior to implementation.

  • Avoidance Provisions It is the intent of each Guarantor, the Administrative Agent and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Administrative Agent and the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.

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