Common use of Voting Rights Amendments Clause in Contracts

Voting Rights Amendments. Except as otherwise provided herein or as otherwise required by the DGCL, the Series B Preferred Stock shall have no voting rights. However, as long as any shares of Series 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 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 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 B Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series B Preferred Stock or (c) enter into any agreement with respect to any of the foregoing.

Appears in 2 contracts

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

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Voting Rights Amendments. Except as otherwise provided herein or as otherwise required by the DGCL, the Series B C Preferred Stock shall have no voting rights. However, as long as any shares of Series B C 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 B C Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B C 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 B C 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 B C Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series B C Preferred Stock or (c) enter into any agreement with respect to any of the foregoing.

Appears in 1 contract

Samples: Securities Exchange Agreement (Oncothyreon Inc.)

Voting Rights Amendments. Except as otherwise provided herein or as otherwise required by the DGCL, the Series B D Preferred Stock shall have no voting rights. However, as long as any shares of Series B 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 B D Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B 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 B 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 B D Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series B D Preferred Stock or (c) enter into any agreement with respect to any of the foregoing.

Appears in 1 contract

Samples: Subscription Agreement (Cascadian Therapeutics, Inc.)

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the DGCL, the Series B A Preferred Stock shall have no voting rights. However, as long as any shares of Series B A Preferred Stock are outstanding, in addition to any other requirement of the DGCL or the Restated 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 B A Preferred Stock, (ai) alter or change adversely the powers, preferences or rights given to the Series B 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 B 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 B Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series B Preferred Stock otherwise or (cii) enter into any agreement with respect to any of the foregoing.

Appears in 1 contract

Samples: Letter Agreement (Verastem, Inc.)

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the DGCL, the Series B X Preferred Stock shall have no voting rights. However, as long as any shares of Series B 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 B X Preferred Stock, : (ai) alter or change adversely the powers, preferences or rights given to the Series B 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 B 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 B X Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series B X Preferred Stock Stock, or (ciii) enter into any agreement with respect to any of the foregoing.

Appears in 1 contract

Samples: Investment Agreement (Cti Biopharma Corp)

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Voting Rights Amendments. Except as otherwise provided herein or as otherwise required by the DGCL, the Series B E Preferred Stock shall have no voting rights. However, as long as any shares of Series B 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 B E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B 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 B 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 B E Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series B E Preferred Stock or (c) enter into any agreement with respect to any of the foregoing.

Appears in 1 contract

Samples: Underwriting Agreement (Cascadian Therapeutics, Inc.)

Voting Rights Amendments. (a) Except as otherwise provided herein or as otherwise required by the DGCL, the Series B A Preferred Stock shall have no voting rights. However, as long as any shares of Series B 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 B A Preferred Stock, (ai) alter or change adversely the powers, preferences or rights given to the Series B 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 B 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 B Preferred Stock or increase or decrease (other than by conversion) the number of authorized shares of Series B Preferred Stock otherwise or (cii) enter into any agreement with respect to any of the foregoing.

Appears in 1 contract

Samples: Letter Agreement (Cullinan Oncology, Inc.)

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