Restrictive Provisions. For so long as the shares of Common Stock issuable upon the conversion of the outstanding Series 2001-A Preferred represent at least 10% of the Company's outstanding Common Stock (treating the outstanding Common Stock and shares of Common Stock issuable upon the conversion of the Series 2001-A Preferred as outstanding in the aggregate), the Company shall not, without first obtaining the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Series 2001-A Preferred, voting separately as a single class: (a) amend, repeal or waive any provision of the Company's Certificate of Incorporation or Bylaws; (b) alter or change the rights, preferences or privileges of the Series 2001-A Preferred; (c) redeem any shares of the Company's capital stock (except for the Series 2001-A Preferred in accordance with Section 5 of the Amendment); (d) authorize or issue any class or series of capital stock, other than the issuance of Series 2001-A Preferred Stock in satisfaction of dividends, provided that the Company may issue options and other stock-based awards (and the shares upon exercise thereof) pursuant to the following Subsection (e); (e) adopt, amend or modify (including modification by the repricing of existing awards, except and only to the extent resulting from a stock split or similar transaction) any stock option plan or employee stock ownership plan or issue any shares of capital stock of the Company to its or its subsidiaries' employees or directors, except pursuant to the Company's 1993 Performance and Equity Incentive Plan and 1993 Employee Stock Purchase Plan, each as amended; (f) pay or declare any dividend or other distribution on Junior Securities (as defined in the Amendment); (g) authorize, or take any action to effect, or otherwise permit a sale or other disposition of all or substantially all of the assets of the Company or any subsidiary, or a merger, acquisition, recapitalization, other corporate reorganization or sale of control of the Company or any subsidiary, or a license of a substantial portion of the assets of the Company or any subsidiary; (h) undertake or effect any liquidation, dissolution or winding up of the Company or any material subsidiary, any assignment for the benefit of creditors, or any bankruptcy or similar filing; (i) create any new subsidiary of the Company or permit any subsidiary of the Company to sell or otherwise issue any capital stock or any right to acquire any of its capital stock to any party other than the Company; (j) change the size of the Company's board of directors; (k) take any action which results in the Company making, or permitting any subsidiary to make, any loan to, or investment in, another entity, other than a subsidiary of the Company; (l) take any action to incur or assume more than $1,000,000 of indebtedness, either individually or on a cumulative basis, in excess of the amount of the Company's existing indebtedness and availability at such time under credit facilities that exist immediately prior to the Closing, excluding the extension of trade credit in the ordinary course of business consistent with past practices; (m) take any action which results in the Company and its subsidiaries making, or becoming obligated to make, any capital expenditures in excess of $2,500,000 in the aggregate in any fiscal year; (n) enter into, or permit any subsidiary to enter into, any agreement, contract, arrangement or transaction, whether oral or written, with or for the benefit of any of its or any subsidiary's officers, directors or shareholders, any individual or entity that is an "affiliate" of the Company within the meaning of the rules promulgated under the Securities Exchange Act of 1934, as amended, or any individual related by blood, marriage, or adoption to any such individual or entity, unless such agreement, contract, arrangement or transaction is entered into in the ordinary course of business and on terms no less favorable to the Company than those the Company would have been reasonably likely to obtain as the result of arms-length negotiations with an unrelated third party; (o) approve any material change in any line of business of the Company or any subsidiary; or (p) enter into any acquisition or series of related acquisitions, directly or through a subsidiary, involving an aggregate transaction value in excess of $500,000.
Appears in 3 contracts
Sources: Preferred Stock Purchase Agreement (Harolds Stores Inc), Preferred Stock Purchase Agreement (Casey Rebecca Powell), Preferred Stock Purchase Agreement (Inter Him Nv)
Restrictive Provisions. For Except as expressly provided herein or as required by law, so long as the any shares of Common Class B Preferred Stock issuable upon the conversion of the outstanding Series 2001-A Preferred represent at least 10% of the Company's outstanding Common Stock (treating the outstanding Common Stock and shares of Common Stock issuable upon the conversion of the Series 2001-A Preferred as outstanding in the aggregate)remain outstanding, the Company Corporation shall not, not without first obtaining the affirmative vote of or written consent of by the holders of at least a majority two-thirds of the then outstanding shares of Series 2001-A Preferred, Class B Preferred Stock voting separately as a single class:
(a) amendtake any action that (i) directly or indirectly amends, repeal alters or waive any provision repeals the preferences, special rights or other powers of the Company's Certificate of Incorporation or Bylaws;
(b) alter or change Class B Preferred Stock, so as to affect adversely the rightsClass B Preferred Stock, preferences or privileges including, without limiting the generality of the Series 2001-A Preferred;
(c) redeem any shares of foregoing, the Company's capital stock (except for the Series 2001-A Preferred in accordance with Section 5 of the Amendment);
(d) authorize authorization, creation or issue any class or series of capital stock, other than the issuance of Series 2001-A Preferred Stock in satisfaction of dividends, provided that the Company may issue options and other stock-based awards (and the shares upon exercise thereof) pursuant to the following Subsection (e);
(e) adopt, amend or modify (including modification by the repricing of existing awards, except and only to the extent resulting from a stock split or similar transaction) any stock option plan or employee stock ownership plan or issue any shares of capital stock of the Company to its or its subsidiaries' employees other securities (other than Common Stock) with preference or directors, except pursuant priority equal or superior to the Company's 1993 Performance Class B Preferred Stock or on a parity with the Class B Preferred Stock in any regard, including, without limitation, redemption rights and Equity Incentive Plan and 1993 Employee Stock Purchase Plan, each as amended;
(f) pay the right to receive either dividends or declare any dividend or other distribution on Junior Securities (as defined in the Amendment);
(g) authorize, or take any action to effect, or otherwise permit a sale or other disposition of all or substantially all of the assets of the Company or any subsidiary, or a merger, acquisition, recapitalization, other corporate reorganization or sale of control of the Company or any subsidiary, or a license of a substantial portion of the assets of the Company or any subsidiary;
(h) undertake or effect any amounts distributable upon liquidation, dissolution or winding up of the Company or any material subsidiary, any assignment for the benefit of creditorsCorporation, or (ii) increases the authorized number of shares of Class B Preferred Stock or (iii) causes the issuance of any bankruptcy or similar filingauthorized but unissued shares of Class B Preferred Stock;
(ib) create any new subsidiary of the Company or permit any subsidiary of the Company to sell redeem, purchase or otherwise issue acquire for consideration any capital stock or any right to acquire any shares of its capital stock (or rights, options or warrants to any party purchase such shares), other than than, in accordance with the Companypriority set forth herein with respect to the redemption of Class A Preferred Stock and Class B Preferred Stock, (i) the Securities as defined in the Class A Redeemable Preferred Stock Purchase Agreement dated as of May 21, 1997 entered into between the Corporation and the Investors set forth therein and (ii) the Class B Preferred Stock as provided for herein;
(j) change the size of the Company's board of directors;
(k) take any action which results in the Company making, or permitting any subsidiary to make, any loan to, or investment in, another entity, other than a subsidiary of the Company;
(l) take any action to incur or assume more than $1,000,000 of indebtedness, either individually or on a cumulative basis, in excess of the amount of the Company's existing indebtedness and availability at such time under credit facilities that exist immediately prior to the Closing, excluding the extension of trade credit in the ordinary course of business consistent with past practices;
(m) take any action which results in the Company and its subsidiaries making, or becoming obligated to make, any capital expenditures in excess of $2,500,000 in the aggregate in any fiscal year;
(n) enter into, or permit any subsidiary to enter into, any agreement, contract, arrangement or transaction, whether oral or written, with or for the benefit of any of its or any subsidiary's officers, directors or shareholders, any individual or entity that is an "affiliate" of the Company within the meaning of the rules promulgated under the Securities Exchange Act of 1934, as amended, or any individual related by blood, marriage, or adoption to any such individual or entity, unless such agreement, contract, arrangement or transaction is entered into in the ordinary course of business and on terms no less favorable to the Company than those the Company would have been reasonably likely to obtain as the result of arms-length negotiations with an unrelated third party;
(oc) approve any material change in any the line of business of the Company Corporation or any subsidiary; orSubsidiary;
(pd) enter into any merger, consolidation or amalgamation, or any recapitalization, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of its business, assets or property;
(e) amend its Articles of Incorporation or Bylaws, if such amendment would directly or indirectly change any material rights, preferences, privileges or limitations provided to the holders of Class B Preferred Stock therein, or change the size of the Board of Directors or the procedures for meetings of the Board of Directors and shareholders, including without limitation, notice and quorum requirements;
(f) increase the dividend rate applicable to the Class A Preferred Stock, permit Class A Preferred Stock to be converted into Common Stock or any other equity or debt security or instrument of the Corporation or otherwise change, directly or indirectly, the rights, powers or preferences of the Class A Preferred Stock in a manner that adversely affects the holders of Class B Preferred Stock;
(g) enter into any acquisition or series of related acquisitions, directly or through a subsidiary, acquisitions involving an aggregate transaction value equal to or greater than $5,000,000; or
(h) increase its indebtedness for borrowed money in one or more transactions, whether or not related, in an aggregate amount of $5,000,000 in excess of $500,000the amount of the Corporation's existing indebtedness and availability under existing credit facilities immediately preceding the date of initial issuance of the Class B Preferred Stock.
Appears in 1 contract
Sources: Class B Senior Redeemable Preferred Stock Purchase Agreement (Preferred Networks Inc)
Restrictive Provisions. For so long Until such time as no Purchased Shares are outstanding, without the shares written consent of Common Stock issuable upon the conversion holders of not less than two-thirds (66.67%) of the then outstanding Series 2001-A Preferred represent at least 10% of the Company's outstanding Common Stock (treating the outstanding Common Stock and shares of Common Stock issuable upon the conversion of the Series 2001-A Preferred as outstanding in the aggregate)Purchased Shares, the Company shall not, without first obtaining the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of Series 2001-A Preferred, voting separately as a single class:
(a) amendtake any action that amends, repeal alters or waive any provision repeals the preferences, special rights or other powers of the Company's Certificate of Incorporation or Bylaws;
Class B Preferred Stock, so as to affect adversely the Class B Preferred Stock (b) alter or change including, without limiting the rights, preferences or privileges generality of the Series 2001-A Preferred;
(c) redeem any shares of foregoing, the Company's capital stock (except for the Series 2001-A Preferred in accordance with Section 5 of the Amendment);
(d) authorize authorization, creation or issue any class or series of capital stock, other than the issuance of Series 2001-A Preferred Stock in satisfaction of dividends, provided that the Company may issue options and other stock-based awards (and the shares upon exercise thereof) pursuant to the following Subsection (e);
(e) adopt, amend or modify (including modification by the repricing of existing awards, except and only to the extent resulting from a stock split or similar transaction) any stock option plan or employee stock ownership plan or issue any shares of capital stock of the Company to its or its subsidiaries' employees other securities with preference or directors, except pursuant priority equal or superior to the Company's 1993 Performance Class B Preferred Stock or on a parity with the Class B Preferred Stock in any regard, including, without limitation, redemption rights and Equity Incentive Plan and 1993 Employee Stock Purchase Plan, each as amended;
(f) pay the right to receive either dividends or declare any dividend or other distribution on Junior Securities (as defined in the Amendment);
(g) authorize, or take any action to effect, or otherwise permit a sale or other disposition of all or substantially all of the assets of the Company or any subsidiary, or a merger, acquisition, recapitalization, other corporate reorganization or sale of control of the Company or any subsidiary, or a license of a substantial portion of the assets of the Company or any subsidiary;
(h) undertake or effect any amounts distributable upon liquidation, dissolution or winding up of the Company company) or any material subsidiary, any assignment for that increases the benefit authorized number of creditors, or any bankruptcy or similar filingshares of Class B Preferred Stock;
(ib) create cause the issuance of any new subsidiary authorized but unissued shares of Class B Preferred Stock;
(c) redeem, purchase or otherwise acquire for consideration any shares of its capital stock (or rights, options or warrants to purchase such shares), other than the Securities in accordance with their terms;
(d) approve any material change in the line of business of the Company or permit any subsidiary of the Company to sell or otherwise issue any capital stock or any right to acquire any of its capital stock to any party other than the CompanySubsidiary;
(je) enter into any merger, consolidation or amalgamation, or any recapitalization, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of its business, assets or property;
(f) amend its Articles of Incorporation or Bylaws, if such amendment would (i) change any material rights, preferences, privileges or limitations provided to the holders of Class B Preferred Stock therein, (ii) change the size of the Board of Directors or the procedures for meetings of the Board of Directors and shareholders, including without limitation, notice and quorum requirements; or (iii) increase the dividend rate applicable to the Company's board Class A Redeemable Preferred Stock, permit Class A Redeemable Preferred Stock to be converted into Common Stock or any other equity or debt security or instrument of directorsthe Company or otherwise change the rights, powers or preferences of the Class A Redeemable Preferred Stock in a manner that adversely affects the holders of Class B Preferred Stock;
(kg) take enter into any action which results in the Company making, acquisition or permitting any subsidiary series of related acquisitions involving an aggregate transaction value equal to make, any loan to, or investment in, another entity, other greater than a subsidiary of the Company;$5,000,000; or
(lh) take any action to incur increase its indebtedness for borrowed money in one or assume more than transactions, whether or not related, in an aggregate amount of $1,000,000 of indebtedness, either individually or on a cumulative basis, 5,000,000 in excess of the amount of the Company's existing indebtedness and availability at such time under existing credit facilities that exist immediately prior to preceding the Closing, excluding the extension of trade credit in the ordinary course of business consistent with past practices;
(m) take any action which results in the Company and its subsidiaries making, or becoming obligated to make, any capital expenditures in excess of $2,500,000 in the aggregate in any fiscal year;
(n) enter into, or permit any subsidiary to enter into, any agreement, contract, arrangement or transaction, whether oral or written, with or for the benefit of any of its or any subsidiary's officers, directors or shareholders, any individual or entity that is an "affiliate" of the Company within the meaning of the rules promulgated under the Securities Exchange Act of 1934, as amended, or any individual related by blood, marriage, or adoption to any such individual or entity, unless such agreement, contract, arrangement or transaction is entered into in the ordinary course of business and on terms no less favorable to the Company than those the Company would have been reasonably likely to obtain as the result of arms-length negotiations with an unrelated third party;
(o) approve any material change in any line of business of the Company or any subsidiary; or
(p) enter into any acquisition or series of related acquisitions, directly or through a subsidiary, involving an aggregate transaction value in excess of $500,000.
Appears in 1 contract
Sources: Class B Senior Redeemable Preferred Stock Purchase Agreement (Preferred Networks Inc)
Restrictive Provisions. For so long as the shares of Underlying Common Stock issuable upon the conversion of the outstanding Amended Series 2001-A Preferred represent and the outstanding Series 2002-A Preferred represents in the aggregate at least ten percent (10% %) of the CompanyCorporation's outstanding Common Stock (treating the outstanding Common Stock and shares of Underlying Common Stock issuable upon the conversion of the Amended Series 2001-A Preferred and the Series 2002-A Preferred as outstanding in the aggregate), the Company Corporation shall not, without first obtaining the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of the Amended Series 2001-A Preferred and the Series 2002-A Preferred, voting separately together as a single class:
(a) amend, repeal or waive any provision of the Company's Certificate of Incorporation or Bylaws;
(b) alter or change the rights, preferences or privileges of the Amended Series 2001-A Preferred and/or the Series 2002-A Preferred;
(c) redeem any shares of the Company's capital stock (except for the Amended Series 2001-A Preferred or the Series 2002-A Preferred as provided in accordance with Section 5 of the AmendmentAmendments);
(d) authorize or issue any class or series of capital stock, other than the issuance of Amended Series 2001-A Preferred Stock and/or Series 2002-A Preferred in satisfaction of dividends, provided that the Company may issue options and other stock-based awards (and the shares upon exercise thereof) pursuant to the following Subsection (e);
(e) adopt, amend or modify (including modification by the repricing of existing awards, except and only to the extent resulting from a stock split or similar transaction) any stock option plan or employee stock ownership plan or issue any shares of capital stock of the Company to its or its subsidiaries' employees or directors, except pursuant to the Company's 1993 Performance and Equity Incentive Plan and 1993 Employee Stock Purchase Plan, each as amended;
(f) pay or declare any dividend or other distribution on Junior Securities (as defined in the AmendmentAmendments);
(g) authorize, or take any action to effect, or otherwise permit a sale or other disposition of all or substantially all of the assets of the Company or any subsidiary, or a merger, acquisition, recapitalization, other corporate reorganization or sale of control of the Company or any subsidiary, or a license of a substantial portion of the assets of the Company or any subsidiary;
(h) undertake or effect any liquidation, dissolution or winding up of the Company or any material subsidiary, any assignment for the benefit of creditors, or any bankruptcy or similar filing;
(i) create any new subsidiary of the Company or permit any subsidiary of the Company to sell or otherwise issue any capital stock or any right to acquire any of its capital stock to any party other than the Company;
(j) change the size of the Company's board of directors;
(k) take any action which results in the Company making, or permitting any subsidiary to make, any loan to, or investment in, another entity, other than a subsidiary of the Company;
(l) take any action to incur or assume more than $1,000,000 of indebtedness, either individually or on a cumulative basis, in excess of the amount of the Company's existing indebtedness and availability at such time under credit facilities that exist immediately prior to the Closing, excluding the extension of trade credit in the ordinary course of business consistent with past practices;
(m) take any action which results in the Company and its subsidiaries making, or becoming obligated to make, any capital expenditures in excess of $2,500,000 4,000,000 in the aggregate in any fiscal year;
(n) enter into, or permit any subsidiary to enter into, any agreement, contract, arrangement or transaction, whether oral or written, with or for the benefit of any of its or any subsidiary's officers, directors or shareholders, any individual or entity that is an "affiliate" of the Company within the meaning of the rules promulgated under the Securities Exchange Act of 1934, as amended, or any individual related by blood, marriage, or adoption to any such individual or entity, unless such agreement, contract, arrangement or transaction is entered into in the ordinary course of business and on terms no less favorable to the Company than those the Company would have been reasonably likely to obtain as the result of arms-length negotiations with an unrelated third party;
(o) approve any material change in any line of business of the Company or any subsidiary; or
(p) enter into any acquisition or series of related acquisitions, directly or through a subsidiary, involving an aggregate transaction value in excess of $500,000.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Harolds Stores Inc)
Restrictive Provisions. For so long as the shares of Underlying Common Stock issuable upon the conversion of the outstanding Series 20012003-A Preferred represent in the aggregate at least ten percent (10% %) of the Company's outstanding Common Stock (treating the outstanding Common Stock and all shares of Underlying Common Stock issuable upon the conversion of the Series 2001-A Preferred as outstanding in the aggregate), the Company shall not, without first obtaining the affirmative vote or written consent of the holders of at least a majority of the outstanding shares of the Series 20012003-A Preferred, voting separately together as a single classclass on an as-converted to Common Stock basis:
(a) amend, repeal or waive any provision of the Company's Certificate of Incorporation or Bylaws;
(b) alter or change the rights, preferences or privileges of the Series 20012003-A Preferred;
(c) redeem any shares of the Company's capital stock (except for the Series 2003-A Preferred as provided in the Amendment creating such Series 2003-A Preferred or except for the Series 2002-A Preferred or the Amended Series 2001-A Preferred as provided in accordance the Certificates of Designation therefor filed with Section 5 the Oklahoma Secretary of the AmendmentState);
(d) authorize or issue any class or series of capital stock, other than the issuance of Series 2003-A Preferred, Series 2002-A Preferred and Amended Series 2001-A Preferred Stock in satisfaction of dividends, provided that the Company may issue options and other stock-based awards (and the shares upon exercise thereof) pursuant to the following Subsection (e);
(e) adopt, amend or modify (including modification by the repricing of existing awards, except and only to the extent resulting from a stock split or similar transaction) any stock option plan or employee stock ownership plan or issue any shares of capital stock of the Company to its or its subsidiaries' employees or directors, except pursuant to the Company's 1993 Performance and Equity Incentive Plan and 1993 Employee Stock Purchase Plan, each as amended;
(f) pay or declare any dividend or other distribution on Junior Securities (as defined in the AmendmentAmendment creating the Series 2003-A Preferred);
(g) authorize, or take any action to effect, or otherwise permit a sale or other disposition of all or substantially all of the assets of the Company or any subsidiary, or a merger, acquisition, recapitalization, other corporate reorganization or sale of control of the Company or any subsidiary, or a license of a substantial portion of the assets of the Company or any subsidiary;
(h) undertake or effect any liquidation, dissolution or winding up of the Company or any material subsidiary, any assignment for the benefit of creditors, or any bankruptcy or similar filing;
(i) create any new subsidiary of the Company or permit any subsidiary of the Company to sell or otherwise issue any capital stock or any right to acquire any of its capital stock to any party other than the Company;
(j) change the size of the Company's board of directors;
(k) take any action which results in the Company making, or permitting any subsidiary to make, any loan to, or investment in, another entity, other than a subsidiary of the Company;
(l) take any action to incur or assume more than $1,000,000 of indebtedness, either individually or on a cumulative basis, in excess of the amount of the Company's existing indebtedness and availability at such time under credit facilities that exist immediately prior to the Closing, excluding the extension of trade credit in the ordinary course of business consistent with past practices;
(m) take any action which results in the Company and its subsidiaries making, or becoming obligated to make, any capital expenditures in excess of $2,500,000 4,000,000 in the aggregate in any fiscal year;
(n) enter into, or permit any subsidiary to enter into, any agreement, contract, arrangement or transaction, whether oral or written, with or for the benefit of any of its or any subsidiary's officers, directors or shareholders, any individual or entity that is an "affiliate" of the Company within the meaning of the rules promulgated under the Securities Exchange Act of 1934, as amended, or any individual related by blood, marriage, or adoption to any such individual or entity, unless such agreement, contract, arrangement or transaction is entered into in the ordinary course of business and on terms no less favorable to the Company than those the Company would have been reasonably likely to obtain as the result of arms-length negotiations with an unrelated third party;
(o) approve any material change in any line of business of the Company or any subsidiary; or
(p) enter into any acquisition or series of related acquisitions, directly or through a subsidiary, involving an aggregate transaction value in excess of $500,000.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Harolds Stores Inc)