Actions Requiring Special Board Approval. (a) Without the prior approval of the Required Percentage (as defined below) of the Board, acting by resolution at a duly called regular or special meeting of the Board or acting by written consent, New XxXxxx Epyx shall not:
(i) merge or consolidate New XxXxxx Epyx with any other Person, or sell, assign, lease or otherwise dispose of or voluntarily part with the control of (whether in one transaction or in a series of transactions) all, or substantially all, of its assets or capital stock (whether now owned or hereinafter acquired) or sell, assign or otherwise dispose of (whether in one transaction or in a series of transactions) any asset or group of assets which is material to the business or operations of New XxXxxx Epyx, or agree to do any of the foregoing, except for sales or other dispositions of assets in the ordinary course of business;
(ii) amend the Certificate of Incorporation or By-laws of New XxXxxx Epyx;
(iii) sell or issue to any Person any capital stock of New XxXxxx Epyx except pursuant to this Agreement or any approved stock option or other equity participation plan, or agree to do either of the foregoing;
(iv) redeem, purchase or otherwise acquire for value any Common Stock or any other capital stock New XxXxxx Epyx except for repurchases of Common Stock pursuant to the terms of any approved stock option or other equity participation plan within the normal operation of such plan, or agree to do any of the foregoing;
(v) declare or pay any dividend on any capital stock of New XxXxxx Epyx;
(vi) liquidate, dissolve or commence proceedings in bankruptcy;
(vii) approve the Operating Plan; or
(viii) designate the individual to represent New XxXxxx Epyx in the shareholders meeting of DNFC and the instructions to be granted to such representative to vote at such meeting.
(b) For purposes of this Section 3.3, "Required Percentage" shall mean: (i) seventy-five percent (rounded up to the nearest whole number) of the Board as long as the number of directors on the Board is eight (8) or less and (ii) sixty-six and two-thirds percent (rounded up to the nearest whole number) of the Board as long as the number of directors on the Board is nine (9) or more.
Actions Requiring Special Board Approval. Notwithstanding anything in these Bylaws or the Stockholders Agreement to the contrary, the following actions shall require the affirmative vote of sixty-five percent (65%) of all of the members of the Board:
(a) Sale of all or substantially all of the assets of the Corporation;
(b) Merger, reorganization, dissolution, or bankruptcy of the Corporation;
(c) The dissolution, reorganization, merger, sale of substantially all of the assets, sale of any equity interests, or substantial change to the purpose of Data NewCo;
(d) The dissolution, reorganization, merger, sale of substantially all of the assets, sale of any equity interests, or substantial change to the purpose of AMC Affinity NewCo; or
(e) Any amendment to the Stockholders Agreement.
Actions Requiring Special Board Approval. Prior to an Initial Public Offering of the Company, the following actions shall require approval by at least a majority of the Board, including at least one director who is a Mas Designee and one director who is a GE Capital Designee or, if the Board is acting by written consent, by the unanimous consent of the Board:
(a) a change in the corporate form of the Company;
(b) the merger or consolidation of the Company into or with another Person, or a similar business combination of the Company and another Person, other than with or into a wholly-owned subsidiary of the Company;
(c) the sale or spin-off of any of the Company's Subsidiaries;
(d) acquisitions or divestitures for consideration (including assumed liabilities) in excess of an aggregate amount equal to $10,000,000 (directly or indirectly through one or more transactions) during any six month period, including the sale of Xxxx Rental, Inc. or Xxxx Machinery, Inc., other than acquisitions or divestitures of equipment in the ordinary course of business;
(e) any amendment to the Certificate of Incorporation or By-Laws;
(f) the liquidation, dissolution or winding up of the Company
(g) the filing of a petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy law or the consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, or trustee of the Company or of any substantial part of the Company's properties;
(h) entering into contracts or transactions between the Company and an Affiliate (directly or indirectly through one or more transactions) for consideration (including assumed liabilities) in excess of an aggregate amount equal to $1,000,000 during any three month period;
(i) the sale of all or substantially all of the assets of the Company;
(j) a change in the corporate domicile of the Company;
(k) entering or committing to enter into any joint ventures or partnerships or establishing any non-wholly-owned subsidiaries, where the contribution or investment during any six month period by the Company and all of its Subsidiaries taken together is in excess of an aggregate amount equal to $10,000,000 in cash or assets or assumed liabilities;
(l) the expansion into new lines of business (it being understood that "new lines of business" do not include the conduct in additional states in...
