Specified Rights. Section 3.1 So long as the Board includes three (3) Acacia Designees, the Company shall not take, and no Holder shall vote their Voting Securities in favor of, any of the following transactions unless such transaction has been approved by a majority of the Board, which majority includes the affirmative vote of at least one (1) director who is an Acacia Designee: (a) any merger, consolidation or other business combination involving the Company as a constituent entity, in which the transaction value exceeds Fifty Million Dollars ($50,000,000); (b) any sale, transfer or other disposition, in a single transaction or a series of related transactions, of any capital stock or assets of the Company, in each case for more than Fifty Million Dollars ($50,000,000); or (c) any acquisition, whether through a purchase of equity or assets, license out of the ordinary course of business, or merger, consolidation or other business combination with a subsidiary of the Company, in each case in a single transaction or a series of related transactions with a transaction value of more than Fifty Million Dollars ($50,000,000).
Appears in 2 contracts
Sources: Voting Agreement, Voting Agreement (Veritone, Inc.)