Actions Requiring Major Investor Approval. Notwithstanding the generality of Section 5.1 or anything else in this Agreement to the contrary, other than Section 3.3(e) and Section 5.8, without the vote of each of the Major Investors (“Major Investor Approval”), the Company will not take, and will cause each of its Subsidiaries to refrain from taking, any of the following actions (whether, directly or indirectly, by amendment to the Certificate or other applicable document or by merger, recapitalization, reclassification, consolidation or otherwise and any such action taken shall be void ab initio and of no force or effect whatsoever) (provided that this Section 6.3(b) shall be subject to and not be interpreted to modify any rights or obligations of any Member or the Board under Sections 5.7, 9.9, 9.10, 9.11 or 9.12):
(i) consummating any Sale Transaction or Public Offering;
(ii) increasing or decreasing the size of the Board;
(iii) declaring or paying any Distributions upon any of its Equity Securities, other than (A) Tax Distributions pursuant to Section 4.1 and (B) Distributions of Available Cash or proceeds of a Sale Transaction pursuant to Sections 4.2(a) and 4859-2554-6723 v.3 4.2(b), declaring or paying any distributions less than Distributions of Available Cash as set forth in Section 4.2 or entering into, altering, amending or modifying any agreement that would reasonably be expected to restrict the ability of the Company to declare or pay Distributions in any way;
(iv) altering the Company’s reserves policy as set forth in Section 4.2(c), except as required by GAAP;
(v) establishing or amending any Plan, or waiving any provision thereunder, other than in accordance with any waiver provision under the Plan previously approved by Major Investor Approval;
(vi) entering into, amending or waiving any provision under any contract or transaction between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s or any of its Subsidiaries’ Members, executive officers, managers, directors or Affiliates, or any Related Party of the foregoing, on the other hand, including, for the avoidance of doubt, the Ancillary Agreements;
(vii) (A) instituting or filing any Proceeding in excess of $1,000,000, or (B) settling any Proceeding (1) in excess of $1,000,000, (2) that would impose any equitable relief of behavioral modification on the Company or its Subsidiaries, or (3) on terms that would impose any liability on any Member or involving any admission of wrongdoing;
(viii) making any...
