Common use of Voting Rights Amendments Clause in Contracts

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the DGCL, the Series Y Preferred Stock shall have no voting rights. (b) Notwithstanding Section 4(a), so long as at least 50% of the authorized shares of Series Y Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series Y Preferred Stock: (a) alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designation, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series Y Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (b) issue further shares of Series Y Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series Y Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing. (c) Any vote required or permitted under Section 4(b) may be taken at a meeting of the Holders of the Series Y Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series Y Preferred Stock.

Appears in 2 contracts

Samples: Investment Agreement (Biotechnology Value Fund L P), Investment Agreement (XOMA Corp)

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Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the DGCL, the Series Y B Preferred Stock shall have no voting rights. (b) Notwithstanding Section 4(a). However, so as long as at least 50% of the authorized any shares of Series Y B Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series Y B Preferred Stock: , (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designation, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series Y B Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (b) issue further shares of Series Y B Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series Y B Preferred Stock, Stock or (c) enter into any agreement with respect to any of the foregoing. (c) Any vote required or permitted under Section 4(b) may be taken at a meeting of the Holders of the Series Y Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series Y Preferred Stock.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Oncothyreon Inc.), Underwriting Agreement (Oncothyreon Inc.)

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the DGCL, the Series Y X Preferred Stock shall have no voting rights. (b) Notwithstanding Section 4(a). However, so as long as at least 50% of the authorized any shares of Series Y X Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series Y X Preferred Stock: (ai) alter or change adversely the powers, preferences or rights given to the Series X Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designationdesignations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series Y X Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (bii) issue further shares of Series Y X Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series Y X Preferred Stock, or (ciii) enter into any agreement with respect to any of the foregoing. (cb) Any vote required or permitted under Section 4(b4(a) may be taken at a meeting of the Holders of the Series Y X Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series Y X Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (Cti Biopharma Corp)

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the DGCL, the Series Y X Preferred Stock shall have no voting rights. (b) Notwithstanding Section 4(a), so long as at least 50% of the authorized shares of Series Y X Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series Y X Preferred Stock: (a) alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designation, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series Y X Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, or (b) issue further shares of Series Y Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series Y X Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing. (c) Any vote required or permitted under Section 4(b) may be taken at a meeting of the Holders of the Series Y X Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series Y X Preferred Stock.

Appears in 1 contract

Samples: 3(a)(9) Exchange Agreement (Cidara Therapeutics, Inc.)

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the DGCL, the Series Y E Preferred Stock shall have no voting rights. (b) Notwithstanding Section 4(a). However, so as long as at least 50% of the authorized any shares of Series Y E Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series Y E Preferred Stock: , (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designation, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series Y E Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (b) issue further shares of Series Y E Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series Y E Preferred Stock, Stock or (c) enter into any agreement with respect to any of the foregoing. (c) Any vote required or permitted under Section 4(b) may be taken at a meeting of the Holders of the Series Y Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series Y Preferred Stock.

Appears in 1 contract

Samples: Underwriting Agreement (Cascadian Therapeutics, Inc.)

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Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the DGCL, the Series Y Z Preferred Stock shall have no voting rights. (b) Notwithstanding Section 4(a), so long as at least 50% of the authorized shares of Series Y Z Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series Y Z Preferred Stock: (a) alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designation, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series Y Z Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (b) issue further shares of Series Y Z Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series Y Z Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing. (c) Any vote required or permitted under Section 4(b) may be taken at a meeting of the Holders of the Series Y Z Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series Y Z Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (XOMA Corp)

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the DGCL, the Series Y D Preferred Stock shall have no voting rights. (b) Notwithstanding Section 4(a). However, so as long as at least 50% of the authorized any shares of Series Y D Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series Y D Preferred Stock: , (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designation, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series Y D Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (b) issue further shares of Series Y D Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series Y D Preferred Stock, Stock or (c) enter into any agreement with respect to any of the foregoing. (c) Any vote required or permitted under Section 4(b) may be taken at a meeting of the Holders of the Series Y Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series Y Preferred Stock.

Appears in 1 contract

Samples: Placement Agent Agreement (Cascadian Therapeutics, Inc.)

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the DGCL, the Series Y A Preferred Stock shall have no voting rights. (b) Notwithstanding Section 4(a). However, so as long as at least 50% of the authorized any shares of Series Y A Preferred Stock are outstanding, in addition to any other requirement of the DGCL or the Certificate of Incorporation, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series Y A Preferred Stock: , (ai) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, of or add any provision to, the Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designationdesignations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series Y A Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (b) issue further shares of Series Y Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series Y Preferred Stock, otherwise or (cii) enter into any agreement with respect to any of the foregoing. (cb) Any vote required or permitted under Section 4(b4(a) may be taken at a meeting of the Holders of the Series Y A Preferred Stock or through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the outstanding shares of Series Y A Preferred Stock.

Appears in 1 contract

Samples: 3(a)(9) Exchange Agreement (Cullinan Oncology, Inc.)

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