Blocking Rights Clause Samples
A Blocking Rights clause grants certain parties the authority to prevent or veto specific actions or decisions within an organization or agreement. Typically, this right is given to key stakeholders, such as major investors or board members, allowing them to block actions like mergers, acquisitions, or amendments to governing documents. The core practical function of this clause is to protect the interests of these stakeholders by ensuring that significant changes cannot occur without their explicit consent, thereby preventing unilateral decisions that could adversely affect their position.
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Blocking Rights. (a) In addition to any other rights provided by law, the Company shall not, and shall not permit any subsidiary (a "Subsidiary") to, without first obtaining the affirmative vote or written consent of the Series B Investors that own a majority of the outstanding shares of Series B Preferred Stock:
(i) amend the Company's articles of incorporation or bylaws in any manner.
(ii) merge, consolidate, or otherwise combine the Company with or into any other entity, or effect any sale, lease, license, assignment (for the benefit of creditors or otherwise), transfer or other conveyance or disposition of any material portion of the assets of the Company or any of its Subsidiaries, or any consolidation, merger or share exchange involving the Company or any Subsidiary or any reclassification or other change of any stock, or any recapitalization, or any dissolution, liquidation or winding up of the Company;
(iii) acquire, by purchase, exchange, merger, consolidation or other business combination, lease, assignment, or other transfer or conveyance, or series of transfers or conveyances, of, all or substantially all of the properties or assets of any other corporation, entity or business (as determined in accordance with Rule 11-01(d) of Regulation S-X promulgated by the Securities and Exchange Commission), or enter into a joint venture or partnership with any other entity, in each case involving the payment of consideration or contribution by the Company or any Subsidiary in an aggregate amount or value in excess of $1,000,000;
(iv) purchase, redeem or otherwise acquire for value (or pay into or set aside as a sinking fund for such purpose) any of the capital stock of the Company; provided, that this provision shall not apply to the repurchase of shares of capital stock from directors, officers, employees or consultants or of advisers to the Company or any Subsidiary pursuant to agreements under which the Company has the option to repurchase such shares upon the occurrence of certain events, including the termination of employment by or service to the Company or any Subsidiary;
(v) permit any Subsidiary to issue or sell, or obligate itself to issue or sell, except to the Company or a wholly owned Subsidiary, any stock of such Subsidiary, if after giving effect to such issuance or sale, the Company or a wholly owned Subsidiary would own less than eighty percent (80%) of the outstanding stock of such Subsidiary on a fully diluted basis;
(vi) authorize, issue or obligate it...
Blocking Rights. Prior to an Initial Public Equity Offering, so long as any Purchaser (including any of its Affiliates) beneficially owns, in the aggregate, 50% or more of the Shares purchased by such Purchaser (including its Affiliates) on the date hereof pursuant to the Purchase Agreement (a "MAJORITY HOLDER"), then the Issuer shall not, and shall not cause or permit any of its Subsidiaries to, without the prior written consent of each such Majority Holder, (i) issue any of its Capital Stock (x) without giving each Majority Holder not less than ten Business Days prior written notice of such proposed issuance and providing each Holder with a determination of the Fair Market Value of the Capital Stock proposed to be issued or (y) at a price that is less than the Fair Market Value of such Capital Stock (other than (A) not more than 16,000,000 shares of Capital Stock pursuant to the exercise of existing stock options issued to employees, management and directors, and (B) stock options, and the shares of Capital Stock issuable pursuant to the exercise of such stock options, granted to employees, management and directors after the date hereof; PROVIDED,that the aggregate number of shares issued pursuant to such additional stock options shall not, in any fiscal year of the Issuer, exceed the sum of (1) 0.75% of the total number of shares of Capital Stock outstanding on the first day of such fiscal year, PLUS (2) the number of shares which would have been issuable in such fiscal year pursuant to stock options referred to in item (A) of this parenthetical which have theretofore been canceled); PROVIDED, that unless any Majority Holder shall object to such determination within 10 Business Days after receipt of notice thereof, such determination of Fair Market Value may be made by the Issuer's Board of Directors rather than by an Independent Financial Expert (as provided in the definition of such term) and PROVIDED, FURTHER, that, notwithstanding the foregoing, the Issuer shall not issue any shares of Preferred Stock after the date hereof; or (ii) directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any Affiliate of the Issuer or of a Subsidiary (other than the Issuer or a wholly owned subsidiary of the Issuer) or any beneficial holder of 10% or more of any class of Capital Stoc...
Blocking Rights. Subject to Section 2.4, the Company shall not take, and no Stockholder shall cause the Company to take, any of the following actions if prior to the time such action is taken, Institutional Stockholders holding in the aggregate 30% of the outstanding Common Stock Equivalents shall have voted against such action either by written consent or at a meeting held for the purpose of voting on such action:
(a) the redemption, purchase or other acquisition of any Common Stock Equivalents, other than those redemptions, purchases or acquisitions made (A) pursuant to this Agreement or any employment agreement or option agreement entered into by the Company or any of its Subsidiaries, (B) on a pro rata basis among the holders of a particular class or series of securities of the Company or (C) pursuant to the terms of securities of the Company created after the date hereof which require or permit such redemption, purchase or acquisition;
(b) the amendment of the Company's or any Subsidiary's certificate of incorporation or bylaws;
(c) the declaration or payment of any dividend or other distribution by the Company with respect to any Common Stock Equivalents, other than those declarations or payments of dividends or other distributions that are made (A) on pro rata basis among the holders of a particular class or series of securities of the Company, (B) pursuant to the terms of securities of the Company created after the date hereof which require or permit such declaration, payment or other distribution or (C) to the Company or any Subsidiary;
(d) the termination or appointment of the Chief Executive Officer or Chief Financial Officer of the Company or any Subsidiary;
(e) any issuance of Common Stock Equivalents or Subsidiary Common Stock Equivalents (which are not subject to the Preemptive Rights set forth in Section 5.1) in connection with a transaction or series of related transactions involving an acquisition of the equity or assets of a Third Party which results in an aggregate issuance of greater than 10% of the total outstanding Common Stock Equivalents or Subsidiary Common Stock Equivalents (other than issuances to the Company or any Subsidiary),
(f) the entering into of any transaction or agreement, directly or indirectly, by the Company or any Subsidiary with any Institutional Holder or any director, officer or Affiliate of any Institutional Holder, including any of the portfolio companies held or managed by the Institutional Holders;
(g) any significant change...
Blocking Rights. (a) Neither party (nor any Affiliate or Third Party licensee of Gen-Probe) shall have the right to commence development of (and subsequently commercialize) any Nonexclusive Future Clinical Diagnostic Assay to be conducted by the Clinical Diagnostic Instruments for use in the Clinical Diagnostic Field which is directed to the same virus or marker for the same primary clinical indication as a Nonexclusive Future Clinical Diagnostic Assay which is then being sold by the other party; and Gen-Probe shall not grant any further licenses to any Affiliate or Third Party under the Gen-Probe IP Rights to develop or commercialize a Nonexclusive Future Clinical Diagnostic Assay to be conducted by the Clinical Diagnostic Instruments for use in the Clinical Diagnostic Field directed to such virus or marker for the same primary clinical indication.
(b) With respect to any Nonexclusive Future Clinical Diagnostic Assay which a party selects for development under Section 4.3.1 above and subject to Section 4.3.7(c) below, if such party gives express written notice (a "Blocking Notice"), together with reasonably satisfactory evidence, to the other party that it has completed Phase 1 of the Design Review Process (as defined below) of such Nonexclusive Future Clinical Diagnostic Assay and thereafter such party diligently continues the good faith development or sale of such Nonexclusive Future Clinical Diagnostic Assay, then during the effectiveness of the Blocking Notice, (a) the other party (and if the other party is Gen-Probe, any Affiliate or Third Party licensee of Gen-Probe) shall have no right to develop or commercialize a Nonexclusive Future Clinical Diagnostic Assay to be conducted by the Clinical Diagnostic Instruments for use in the Clinical Diagnostic Field which is directed to the same virus or marker for the same primary clinical indication as the Nonexclusive Future Clinical Diagnostic Assay which is the subject of the Blocking Notice; (b) if the other party is Gen-Probe, Gen-Probe shall not grant any further licenses to any Affiliate or Third Party under the Gen-Probe IP Rights to develop or commercialize a Nonexclusive Future Clinical Diagnostic Assay to be conducted by the Clinical Diagnostic Instruments for use in the Clinical Diagnostic Field directed to the same virus or marker for the same primary clinical indication as the Nonexclusive Future Clinical Diagnostic Assay which is the subject of the Blocking Notice; and (c) the other party shall not (and shall ...
Blocking Rights. If there is a situation where your Services are blocked (including blocking of your IP address), you agree not to overstep such blocking by any way (e.g. by use of proxy IP address or masking your IP address). Any transaction relating to illegal products or services is not allowed under the use of our Services. The Company reserves the right to suspend your Account temporarily or permanently or restrict your use if your action are violative of Section VIII.
Blocking Rights. Blocking rights are rights given to a class of shareholders that allow that class to block or veto actions of the respective corporation or company.
Blocking Rights