Protective Provision Clause Samples

Protective Provision. So long as any Series A-1 Preference Shares are outstanding, the Company will not, without the affirmative approval of the holders of a majority of the Series A-1 Preference Shares then outstanding (voting separately as one class), alter or change adversely the powers, preferences or rights given to the Series A-1 Preference Shares or alter or amend this Certificate of Designations.

Protective Provision. 1. So long as any shares of Series A Preferred Stock are outstanding, the Corporation will not, without the affirmative approval of the Holders of a majority of the shares of the Series A Preferred Stock then outstanding (voting separately as one class), (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend this Certificate of Designations, (ii) authorize or create any class of stock ranking as to distribution of dividends senior to the Series A Preferred Stock, (iii) amend its certificate of incorporation or other charter documents in breach of any of the provisions hereof, (iv) increase the authorized number of shares of Series A Preferred Stock or (v) enter into any agreement with respect to the foregoing.

Protective Provision. So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the affirmative approval of the Holders of a majority of the shares of the Series A Preferred Stock then outstanding (voting as a class), (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend this Certificate of Designations, (b) authorize or create any class of stock ranking as to distribution of assets upon a liquidation senior to or otherwise pari passu with the Series A Preferred Stock, (c) amend its certificate or articles of incorporation, articles of association, or other charter documents in breach of any of the provisions hereof, (d) increase the authorized number of shares of Series A Preferred Stock, (e) liquidate, dissolve or wind-up the business and affairs of the Corporation, or effect any Deemed Liquidation Event (as defined below), or (f) enter into any agreement with respect to the foregoing.

Protective Provision. The Corporation shall not, whether by merger, consolidation or otherwise, amend, alter, repeal or waive Parts B or C of this Article IV (or adopt any provision inconsistent therewith), without first obtaining the affirmative vote or written consent of the holders of a majority of the then outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable law, this Restated Certificate or the By-laws of the Corporation.

Protective Provision. 3.13 Indemnifications.....................................................

Protective Provision. (i) In addition to any requirements set forth in the Memorandum and Articles or by the laws of Hong Kong, the Company and the PRC Companies shall not, and the Company and the Founder shall cause any Subsidiary not to (by way of shareholders resolutions, board resolutions or other means), take any of the following actions without the prior approval of the holder(s) of at least sixty-seven percent (67%) of the outstanding Series A Preferred Shares (for the purpose of this Section, the term Company below shall also include the members of the Company Group): (a) Any action that authorizes, creates or issues any class of the Company securities having preferences superior to or on a parity with the Series A Preferred Shares or any other securities of the Company; (b) Any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets senior to or on a parity with the preference of the Series A Preferred Shares; (c) Consolidation or merger with or into any other business entity, or the disposition of assets in excess of US$1,000,000 (individually or in the aggregate), or the sale of the license out of all or substantially all of the Company’s intellectual property rights; (d) Any amendment to the Memorandum and Articles of Association of the Company; (e) Any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred Shares; (f) Any action that repurchases, redeems or retires any of the Company’s voting securities; (g) The liquidation or dissolution of the Company; and (h) Issuance of debt over US$2,000,000 in a single transaction or series of related transactions. (ii) In addition to any requirements set forth in the Memorandum and Articles or by the laws of Hong Kong, the Company and the PRC Companies shall not, and the Company and the Founder shall cause any Subsidiary not to (by way of shareholders resolutions, board resolutions or other means), take any of the following actions without the prior approval by all Directors of the Board of the Company, which shall include the affirmative vote of a Series A Director (for the purpose of this Section, the term Company below shall also include the members of the Company Group): (a) Making any loans by the Company to any Director, officer or employee outside the ordinary course of business; (b) Declaration of dividends or other distributions and any changes in the dividend policy ...

Protective Provision. The Parties recognize that events beyond their control may affect the general terms and conditions of employment specified in this Agreement. One example of such an event would be modification and/or termination of the contract under which one or more facilities covered by this Agreement are operated. In the event such a modification/termination becomes imminent, the Parties shall promptly meet to review and negotiate, as necessary, its impact. It is the intent of the Parties to conduct such reviews and negotiations in a manner that, to the extent practicable, protects: a) the employment status of employees who would otherwise be adversely affected;

Protective Provision. So long as shares of Series C-IV Preferred Stock are outstanding, the Company shall not without first obtaining the approval (by vote or written consent, as provided by the Delaware General Corporation Law) of the holders of at least a majority of the then outstanding shares of Series C-IV Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series C-IV Preferred Stock, including, but not limited to, the creation or authorization of any Senior Securities. (b) increase the size of the authorized number of Series C-IV Preferred Stock; or (c) do any act or thing not authorized or contemplated by this Certificate of Incorporation which would result in taxation of the Series C-IV Holders under Section 305 of the Internal Revenue Code of 1986, as amended (or any comparable provision of the Internal Revenue Code as hereafter from time to time amended). If the holders of a majority of the then outstanding shares of Series C-IV Preferred Stock agree to allow the Company to alter or change the rights, preferences or privileges of the shares of Series C-IV Preferred Stock, pursuant to Subsection (a) above, so as to affect adversely the Series C-IV Preferred Stock, then the Company will deliver notice of such approved alteration or change to the Series C-IV Holders that did not agree to such alteration or change (the "SERIES C-IV DISSENTING HOLDERS"), and the Series C-IV Dissenting Holders shall thereafter have the right for a period of 30 days to convert pursuant to the terms of this Certificate of Incorporation as they exist prior to such alteration or change or continue to hold their shares of Series C-IV Preferred Stock subject to the approved alteration or change of the rights, preferences or privileges of the Series C-IV Preferred Stock.

Protective Provision. Notwithstanding any other provision contained in this Master Trust Agreement to the contrary, the Trustee shall have no obligation to (i) determine the existence of any conversion, redemption, exchange, subscription or other right relating to any securities purchased of which notice was given prior to the purchase of such securities and shall have no obligation to exercise any such right unless the Trustee is advised in writing by the Committee both of the existence of the right and the desired exercise thereof within a reasonable time prior to the expiration of the right to exercise, or (ii) advance any funds to the Trust. Furthermore, the Trustee is not a party to the Plans.