Participation Clause Example with Variations from Business Contracts

Participation. Upon In addition to any conversion adjustments pursuant to Section 7(b), the Holders shall, as holders of this Note, the Holder shall Preferred Shares, be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock from and after the initial Issuance Date to the same extent as if the Holder such Holders had effected such converted each Preferred Share held by each of them into shares of Common Stock (without regard to any limitations on conversion herein or elsewhere) and had held such shares of Common Stock (issued or to be issued in such conversion) on the record date for such dividends and distributions. Payments under the preceding sentence shall be made on concurrently with the dividend or prior distribution to the applicable Share Delivery Deadline with respect to such conversion holders of shares of Common Stock (provided, however, to the extent that the a Holder's right to participate in any such dividend or distribution would result in the such Holder exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such dividend or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of the such Holder until such time, if ever, as its right thereto would not result in the such Holder exceeding the Maximum Percentage). 15 12. Vote to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its Certificate of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Preferred Shares, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of Preferred Shares; (c) without limiting any provision of Section 2, create or authorize (by reclassification or otherwise) any new class or series of shares that has a preference over or is on a parity with the Preferred Shares with respect to dividends or the distribution of assets on the liquidation, dissolution or winding up of the Company; (d) purchase, repurchase or redeem any shares of capital stock of the Company junior in rank to the Preferred Shares (other than pursuant to equity incentive agreements (that have in good faith been approved by the Board) with employees giving the Company the right to repurchase shares upon the termination of services); (e) without limiting any provision of Section 2, pay dividends or make any other distribution on any shares of any capital stock of the Company junior in rank to the Preferred Shares; (f) issue any Preferred Shares other than pursuant to the Subscription Agreement; or (g) without limiting any provision of Section 16, whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares. View More

Participation. Upon In addition to any conversion adjustments pursuant to Section 8, the Holders shall, as holders of this Note, the Holder shall Preferred Shares, be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock from and after the initial Issuance Date to the same extent as if the Holder such Holders had effected such converted each Preferred Share held by each of them into shares of Common Stock (without regard to any limitations on conversion herein... or elsewhere) and had held such shares of Common Stock (issued or to be issued in such conversion) on the record date for such dividends and distributions. Payments under the preceding sentence shall be made on concurrently with the dividend or prior distribution to the applicable Share Delivery Deadline with respect to such conversion holders of shares of Common Stock (provided, however, to the extent that the a Holder's right to participate in any such dividend or distribution would result in the such Holder exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such dividend or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of the such Holder until such time, if ever, as its right thereto would not result in the such Holder exceeding the Maximum Percentage). 13 13. Vote to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders, voting together as a single class, the Company shall not amend or repeal any provision of, or add any provision to, its Certificate of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Preferred Shares, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise; provided, however, the Company shall be entitled, without the consent of the Required Holders unless such consent is otherwise required by the DGCL, to (a) amend the Certificate of Incorporation to effectuate one or more reverse stock splits of its issued and outstanding Common Stock for purposes of maintaining compliance with the rules and regulations of the Principal Market; (b) purchase, repurchase or redeem any shares of capital stock of the Company junior in rank to the Preferred Shares (other than pursuant to equity incentive agreements (that have in good faith been approved by the Board) with employees giving the Company the right to repurchase shares upon the termination of services); or (c) issue any preferred stock that is junior in rank to the Preferred Shares. View More

Participation. Upon In addition to any conversion adjustments pursuant to Section 8, the Holders shall, as holders of this Note, the Holder shall Preferred Shares, be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock from and after the initial Issuance Date to the same extent as if the Holder such Holders had effected such converted each Preferred Share held by each of them into shares of Common Stock (without regard to any limitations on conversion herein... or elsewhere) and had held such shares of Common Stock (issued or to be issued in such conversion) on the record date for such dividends and distributions. Payments under the preceding sentence shall be made on concurrently with the dividend or prior distribution to the applicable Share Delivery Deadline with respect to such conversion holders of shares of Common Stock (provided, however, to the extent that the a Holder's right to participate in any such dividend or distribution would result in the such Holder exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such dividend or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of the such Holder until such time, if ever, as its right thereto would not result in the such Holder exceeding the Maximum Percentage). 22 Execution Version 13. Vote to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Articles of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders, voting together as a single class, the Company shall not amend or repeal any provision of, or add any provision to, its Articles of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Preferred Shares, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or by merger, consolidation or otherwise; provided, however, the Company shall be entitled, without the consent of the Required Holders unless such consent is otherwise required by the NRS, to (a) amend the Articles of Incorporation to effectuate one or more reverse stock splits of its issued and outstanding Common Stock for purposes of maintaining compliance with the rules and regulations of the Principal Market; (b) purchase, repurchase or redeem any shares of capital stock of the Company junior in rank to the Preferred Shares (other than pursuant to equity incentive agreements (that have in good faith been approved by the Board) with employees giving the Company the right to repurchase shares upon the termination of services); or (c) issue any preferred stock that is junior in rank to the Preferred Shares. View More

Participation. Upon In addition to any conversion adjustments pursuant to Section 7(a), the Holders shall, as holders of this Note, the Holder shall Preferred Shares, be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock from and after the initial Issuance Date to the same extent as if the Holder such Holders had effected such converted each Preferred Share held by each of them into shares of Common Stock (without regard to any limitations on conversion herein or elsewhere) and had held such shares of Common Stock (issued or to be issued in such conversion) on the record date for such dividends and distributions. Payments under the preceding sentence shall be made on concurrently with the dividend or prior distribution to the applicable Share Delivery Deadline with respect to such conversion holders of shares of Common Stock (provided, however, to the extent that the a Holder's right to participate in any such dividend or distribution would result in the such Holder exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such dividend or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of the such Holder until such time, if ever, as its right thereto would not result in the such Holder exceeding the Maximum Percentage). -8- 12. Vote to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the holders of at least 60% of the outstanding Preferred Shares (the "Required Holders"), voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its Certificate of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Preferred Shares, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of Preferred Shares; (c) issue any Preferred Shares other than pursuant to the Exchange Agreement; or (d) without limiting any provision of Section 16, whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares. View More

Participation. Upon In addition to any conversion adjustments pursuant to Section 7(a), the Holders shall, as holders of this Note, the Holder shall Preferred Shares, be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock from and after the initial Issuance Date to the same extent as if the Holder such Holders had effected such converted each Preferred Share held by each of them into shares of Common Stock (without regard to any limitations on conversion herein or elsewhere) and had held such shares of Common Stock (issued or to be issued in such conversion) on the record date for such dividends and distributions. Payments under the preceding sentence shall be made on concurrently with the dividend or prior distribution to the applicable Share Delivery Deadline with respect to such conversion holders of shares of Common Stock (provided, however, to the extent that the a Holder's right to participate in any such dividend or distribution would result in the such Holder exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such dividend or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of the such Holder until such time, if ever, as its right thereto would not result in the such Holder exceeding the Maximum Percentage). -7- 12. Vote to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the holders of at least 60% of the outstanding Preferred Shares (the "Required Holders"), voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its Certificate of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Preferred Shares, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of Preferred Shares; (c) issue any Preferred Shares other than pursuant to the Exchange Agreement; or (d) without limiting any provision of Section 16, whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares. View More

Participation. Upon In addition to any conversion adjustments pursuant to Section 7(b), on and after the date of this Note, the Holder shall Approvals, the Holders shall, as holders of Preferred Shares, be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock from and after the initial Issuance Date to the same extent as if the Holder such Holders had effected such converted each Preferred Share held by each of them into shares of Common Stock (without regard... to any limitations on conversion herein or elsewhere) and had held such shares of Common Stock (issued or to be issued in such conversion) on the record date for such dividends and distributions. Payments under the preceding sentence shall be made on concurrently with the dividend or prior distribution to the applicable Share Delivery Deadline with respect to such conversion holders of shares of Common Stock (provided, however, to the extent that the a Holder's right to participate in any such dividend or distribution would result in the such Holder exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such dividend or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of the such Holder until such time, if ever, as its right thereto would not result in the such Holder exceeding the Maximum Percentage). 13 12. Vote to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the holders of at least a majority in interest of the outstanding Preferred Shares (the "Required Holders"), voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its Certificate of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Preferred Shares, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of Preferred Shares; (c) issue any Preferred Shares; or (d) without limiting any provision of Section 16, whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares. View More

Participation. Upon any conversion The Holders shall, as holders of this Note, the Holder shall Preferred Shares, be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock from and after the initial Issuance Date to the same extent as if the Holder such Holders had effected such converted each Preferred Share held by each of them into shares of Common Stock (without regard to any limitations on conversion herein or elsewhere) and had held such shares of Common... Stock (issued or to be issued in such conversion) on the record date for such dividends and distributions. Payments under the preceding sentence shall be made on concurrently with the dividend or prior distribution to the applicable Share Delivery Deadline with respect to such conversion holders of shares of Common Stock (provided, however, to the extent that the a Holder's right to participate in any such dividend or distribution would result in the such Holder exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such dividend or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of the such Holder until such time, if ever, as its right thereto would not result in the such Holder exceeding the Maximum Percentage). 7 9. Vote to Change the Terms of or Issue Preferred Shares. In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its Certificate of Incorporation or bylaws, or file any certificate of designations or certificate of amendment, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Preferred Shares, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise; or (b) without limiting any provisions of Section 12, whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares. View More

Participation. Upon any conversion of this Note, the Holder shall be entitled to receive such dividends paid and distributions made to the holders of Common Stock from and after the initial Issuance Date to the same extent as if the Holder had effected such conversion and had held such shares of Common Stock (issued or to be issued in such conversion) on the record date for such dividends and distributions. Payments under the preceding sentence shall be made on or prior to the applicable Share Delivery... Deadline with respect to such conversion (provided, however, to the extent that the Holder's right to participate in any such dividend or distribution would result in the Holder exceeding the Maximum Percentage, then conversion. 16 15. AMENDING THE TERMS OF THIS NOTE. The prior written consent of the Holder shall not be entitled required for any change or amendment to participate in such dividend or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). this Note. View More

Participation. Upon In addition to any conversion adjustments pursuant to Section 7, the Holder, as the holder of this Note, the Holder shall be entitled to receive such dividends paid and distributions made to the holders of Common Stock from and after (other than shares of Common Stock to the initial Issuance Date extent the Company complies with Section 7(b) hereof in connection therewith) to the same extent as if the Holder had effected such converted this Note into Common Stock (without regard to any... limitations on conversion set forth in Section 3(d)) and had held such shares of Common Stock (issued or to be issued in such conversion) on the record date for such dividends and distributions. Payments under the preceding sentence shall be made on concurrently with the dividend or prior distribution to the applicable Share Delivery Deadline with respect to such conversion holders of Common Stock (provided, however, to the extent that the Holder's right to participate in any such dividend or distribution would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such dividend or distribution to such extent such dividend or distribution (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) will cause the Holder to exceed the Maximum Percentage, and the forgone right to participate in such dividend or distribution to such extent shall be held in abeyance for the benefit of the Holder until such time, if ever, as that its right thereto participation would not result in the Holder exceeding the Maximum Percentage). Percentage. 29 17. AMENDING THE TERMS OF THIS NOTE. Any amendment with the prior written consent of holders of majority of the aggregate principal amount of outstanding Notes shall be binding on the Holder of the Note except that without the prior written consent of the Holder, the Note shall not be amended to: (a) reduce the Redemption Premium or any of the Redemption Prices payable with respect to the Note; (b) increase the Conversion Price; (c) change the Principal, Interest Rate or Maturity Date; (d) change the Company's obligation to redeem the Note in a manner adverse to the Holder; (e) to change the Company's installment obligations under Section 8 in a manner adverse to the Holder; or (f) to impair the right of a Holder to convert the Note or reduce the amount of cash or the number of shares of Common Stock (or any other property) receivable upon conversion. Without limiting the foregoing, any change or amendment to this Note may be made with the prior written consent of the Holder. No waiver of any provision of this Note shall be effective unless it is in writing and signed by an authorized representative of the waiving party. View More

Participation. Upon any conversion of this Note, the Holder shall be entitled to receive such dividends paid and distributions made to the holders of Common Stock from and after the initial Issuance Date to the same extent as if the Holder had effected such conversion and had held such shares of Common Stock (issued or to be issued in such conversion) on the record date for such dividends and distributions. Payments under the preceding sentence shall be made on or prior to the applicable Share Delivery... Deadline with respect to such conversion (provided, however, to the extent that the Holder's right to participate in any such dividend or distribution would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such dividend or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). conversion. View More