Major Decision Clause Samples

Major Decision. The Company may not take any actions which require the approval of the Board unless one of the directors designated by the Purchaser and one of the Founders consents thereto, provided, further, that such rights shall lapse at the time of the consummation of an initial public offering of the securities of the Company (the “IPO”): Furthermore, the Company may not take any of the following actions unless one of the Board directors designated by each of the Purchaser and the Founder consents thereto; provided, that, the (i) Purchaser’s rights hereunder shall become effective on the Initial Closing and shall continue in effect until the later of (a) such time as the aggregate share holdings of the Purchaser falls below 25% of the outstanding shares of the Company, and (b) five years from the Initial Closing and (ii) the Founder’s rights hereunder shall become effective on the Initial Closing and shall continue in effect until such time as the aggregate share holdings of the Founders falls below 25% of the outstanding shares of the Company and, provided, further, that such rights shall lapse at the IPO: (i) enter into any transaction with an "Interested Party", including, without limitation, any modification in an agreement between the Company and the Founder, or any agreement among such parties or a modification in the salary (not exceeding 5% per annum of then current salary) or terms of a director or officer of the company, and enter into any other type of transaction with an officer, director, key employee or shareholder of the Company and the granting of any bonuses to the Founders; (ii) enter into any line of business, a change of its objectives, or a reorganization of its operations, where such business, objectives, operations do not form a part of the Company's current business, objectives or operations; (iii) increase the authorized share capital of the Company and/or change the legal structure of the Company, including but not limited to, any split or subdivision of stock, the creation of new stock or separate classes of stock, the alteration of rights associated of rights associated with any class of stock, or the issue of any debenture or loan stock of the Company in an amount exceeding $25,000 per issue or aggregate of all such issues per year and any recapitalization or reduction in share capital of the Company or making any changes in the authorized capital stock of the Company, and/or any increase in the issued or outstanding Common Stock, or the...