Protective Provisions Contract Clauses (41)

Protective Provisions. So long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, nor shall it permit any of its subsidiaries to, take any of the following corporate actions without first obtaining the affirmative vote, at a meeting duly called for such purpose (or written consent without a meeting in accordance with the DGCL), of the holders of a majority of the outstanding shares of Series B Preferred Stock, voting separately as a single class: 14.1. Adversely alter or change the r...ights, preferences or privileges of the Series B Preferred Stock, or increase the authorized number of shares of Series B Preferred Stock; 14.2. issue any shares of Series B Preferred Stock, other than the Original Series B Preferred Stock and the Series B Preferred Dividend Stock; or 14.3. except in connection with a Private Placement Financings, issue any shares of Preferred Stock that rank senior to the Series B Preferred Stock. Notwithstanding the foregoing, no change pursuant to this Section 12 shall be effective to the extent that, by its terms, it applies to less than all of the holders of shares of Series B Preferred Stock then outstanding. View More

Protective Provisions. So long as any shares of Series B Convertible Preferred Stock are outstanding, the Corporation shall not without first obtaining the approval (by written consent) of the holders of 66.67% of the then outstanding shares of Series B Convertible Preferred Stock, voting together as a class: (a) Increase or decrease (other than by conversion) the total number of authorized shares of Series B Convertible Preferred Stock; (b) Effect an exchange, reclassification, or cancellation of all or a part of the... Series B Convertible Preferred Stock, but excluding a stock split or reverse stock split of the Corporation's Common Stock, Series A Convertible Preferred Stock or Series B Convertible Preferred Stock; (c) Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares into shares of Series B Convertible Preferred Stock; or 4 (d) Alter or change the rights, preferences or privileges of the shares of Series B Convertible Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in this Designation. (e) Issue any other equity security or enter into any agreements in the future giving preference superior to, or on parity with, the holders of Series B Preferred Stock (including but not limited to dividend distribution and liquidation rights) without the consent of the holders of Series B Convertible Preferred Stock. (f) Enter into any contracts in the future that would delay and/or prohibit timely payment of dividends to holders of Series B Convertible Preferred Stock. PROVIDED, HOWEVER, that the Corporation may, by any means authorized by law and without any vote of the holders of shares of the Series B Convertible Preferred Stock, make technical, corrective, administrative or similar changes in this Statement of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of the Series B Convertible Preferred Stock. Subject to Section 5(e) above, the Corporation may also designate and issue additional series of preferred stock from time to time in the sole discretion of the Corporation's Board of Directors, which such rights, privileges, preferences and limitations shall be determined by the Corporation's Board of Directors in its sole discretion, and which designations and issuances shall not require the approval of the holders of the Series B Convertible Preferred Stock. View More

Protective Provisions. This Agreement does not prevent Executive from (a) filing a charge of discrimination with the EEOC (b) reporting any information to the SEC or any other government agency or regulatory authority having jurisdiction over the Company, or in accordance with any applicable state or federal laws providing for whistleblower protection or (c) cooperating with any governmental investigation of the Company. However, by reason of the release contained in Section 3(a), Executive agrees that he will not see...k or accept any award of damages or attorneys' fees of any kind arising out of a charge or complaint filed by Executive, provided that this does not limit Executive's right to recover an award from the SEC. View More