Approvals Required for Certain Corporate Actions Sample Clauses

Approvals Required for Certain Corporate Actions. Subject to Section 4.5, the parties agree that without the written approval of the Doubletree Holders and the DeBo▇▇/▇▇▇ Holders: (a) Neither the Certificate of Incorporation nor the By-laws shall be amended (except in accordance with the reasonable recommendations of the managing underwriter for the initial Public Sale pursuant to the Registration Rights Agreement, as amended); (b) No Candlewood Entity shall acquire, directly or indirectly (through a stock or asset purchase or otherwise), any assets, in one or a series of related transactions with the same or related sellers, for an aggregate purchase price in excess of $10,000,000; (c) No Candlewood Entity shall sell, transfer or otherwise dispose of, directly or indirectly (through a stock or asset sale or otherwise), any assets outside the ordinary course of business, in one or a series of related transactions, for an aggregate sale price in excess of $10,000,000; (d) No Candlewood Entity shall make any capital expenditure, or any series of related capital expenditures, in excess of an aggregate of $10,000,000; (e) No Candlewood Entity shall purchase, redeem or repurchase any Subject Shares, any shares of its capital stock or any of its partnership interests or any shares of capital stock or partnership interests of any other Candlewood Entity, except for (a) any redemption or repurchase by a Subsidiary directly or indirectly wholly-owned by Candlewood of shares of capital stock or partnership interests issued by such Subsidiary, 7 8 or (b) except for a repurchase of Subject Shares pursuant to Section 2(d) of the Registration Rights Agreement. (f) Candlewood shall not declare or pay any dividend or declare or make any other distribution in respect of its capital stock; (g) No Candlewood Entity shall issue, sell or grant additional shares of its capital stock or membership interests or options or warrants exercisable for or securities or other rights convertible into or exchangeable for shares of its capital stock or partnership interests, or issue or agree to issue any phantom stock rights, or file any registration statement (other than pursuant to the demand registration rights provided in Section 2 of the Registration Rights Agreement) with respect to the proposed sale of any of the foregoing; (h) Neither Candlewood nor any Subsidiary not directly or indirectly wholly-owned by Candlewood shall authorize or consummate any stock dividend or stock split (except in accordance with the reasonable recommen...