Term Sheet For Series A Preference Shares In Page 10
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16include the affirmative vote of the Series A Director:
amend, alter or delete any regulation in the Company’s
(i)
Constitution
in a manner adverse to the Series A
Preference Shareholders;
(ii)
create or issue any other security convertible into or
exercisable for any equity security, having rights,
preferences or privileges senior to or on parity with the
Series A Preference Shares, or issue any other [shares] /
[Series A Preference Shares];
(iii)(ii)
purchase or redeem or pay any dividend on any shares
prior to the Series A Preference Shares, other than shares
repurchased from former employees or consultants in
connection
with
the
cessation
of
their
employment/services, at the lower of fair market value or
cost; or
(iv)(iii)
create or authorise the creation of any debt security if the
Company’s aggregate indebtedness would exceed
$[____]
other than equipment leases or bank lines of
credit;
(v)(iv)
create or hold shares in any subsidiary that is not a
wholly-owned subsidiary or dispose of any shares in any
subsidiary or all or substantially all of any subsidiary
assets;
(vi)(v)
increase or decrease the size of the Board of Directors;
(vii)(vi)
make any loan or advance to, or own any shares or other
securities of, any subsidiary or other company,
partnership, or other entity unless it is wholly owned by
the Company;
(viii)(vii)
make any loan or advance
in excess of $[_____]
to
any person, including, any employee or director, except
advances and similar expenditures in the ordinary course
of business or under the terms of an employee share or
option plan approved by the Board of Directors;
(ix)(viii)
guarantee any indebtedness except for trade
accounts of the Company or any subsidiary arising in the
ordinary course of business;
(x)(ix)
make any
material
investment inconsistent with any
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