Certain Approval Rights. The Company shall not, without the consent of Investor at the time of such proposed action, (a) amend, alter or repeal any provision of the Restated Certificate of Incorporation or Bylaws of the Company, or file any certificate of designation relating to any preferred stock; (b) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber substantially all of the property or business of the Company, (d) purchase, lease or otherwise acquire all or substantially all of the properties or assets of any other corporation or entity (whether through the purchase of stock or assets); (e) merge or consolidate with or into any other corporation, corporations, entity or entities; (f) voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or dissolution or transaction in the nature of a partial liquidation or dissolution; (g) issue any shares of Common Stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, Common Stock (other than issuances of Common Stock upon the exercise of outstanding options or future awards granted pursuant to the 1996 Plan or adopt any new stock option plan or stock appreciation plan, amend any stock option or stock appreciation plan or amend or reprice any award or grant thereunder or (h) incur any indebtedness (other than accounts payable arising in the ordinary course of business) except as permitted, at the time of such incurrence, by the Company's then existing credit facility as amended or restated at such time; provided, however, that the supermajority voting requirements provided for in this Section 4.9 shall terminate on the first date that Investor and its Permitted Transferees beneficially own in the aggregate less than 75% of their Initial Common Holdings.
Certain Approval Rights. Without the prior written consent of the Requisite Series A Preferred Holders, the Company shall not, and neither the Founders, nor the Members nor the Company shall permit the Company or any Subsidiary to (and they themselves to the extent they are referenced below in this section shall not), directly or indirectly, by amendment, merger, recapitalization, sale, consolidation or otherwise:
Certain Approval Rights. Notwithstanding anything contained in this Agreement to the contrary, without the prior written consent of the Requisite Members, the Company shall not directly, or indirectly, by amendment, merger, recapitalization, sale, consolidation or otherwise:
Certain Approval Rights. Advance shall have the approval rights set forth in paragraph (iv) of Part A of Article VI of the PubCo Charter.
Certain Approval Rights. So long as any Shares of Series A are outstanding, this Company shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least two-thirds of the then outstanding shares of Series A voting separately as a single class, (i) alter or change, whether by amendment of the Certificate of Incorporation of the Company, merger, consolidation or otherwise, the rights, preferences or privileges of the Series A or the Common Stock so as to affect adversely such shares of Series A; or (ii) directly, or through any direct or indirect subsidiary of the Company. issue any preferred stock or securities convertible into any equity securities of the Company.
Certain Approval Rights. Stockholder acknowledges and agrees that Acquiror shall have the right to review and approve in writing (such approval to be granted in Acquiror's sole discretion) any payments made or caused to be made by, from or on the account of Target or Stockholder to any employee or consultant of Target, unless such payments are specifically identified and permitted under such employee or consultant's employment contract (or agreement of a similar nature) with Acquiror. Stockholder shall not make any such payment prior to such written approval being delivered by Acquiror to Stockholder.
Certain Approval Rights. The actions set forth on Schedule 6.2 attached hereto shall require the approval of the Board and shall also be subject to the prior approval of an Approval Majority in accordance with the requirements specified therein.
Certain Approval Rights. Neither the Company nor any of its Subsidiaries may take any of the actions set forth below without the approval of the Board. Notwithstanding anything to the contrary contained in this Agreement, until the first to occur of (A) the date that is six months after an Initial Public Offering consummated in accordance herewith yielding aggregate proceeds to the Company and any shareholders, net of any underwriting fees, discounts and commissions attributable thereto, of not less than $50 million (“Clause A Event”) and (B) the date on which the Golden Gate Investor (including its Permitted Transferees) owns less than 6.5% of the then outstanding Voting Securities, neither the Company nor any of its Subsidiaries may take any of the actions that are set forth below and noted with an asterisk (*) without the prior written approval of an Approval Majority in its or their capacities as Shareholders (provided, that the approval right described in clause (xxiii) below shall survive until the first to occur of (i) the date, following a Clause A Event, on which the Golden Gate Investor owns less than 5% of the then outstanding Voting Securities and (ii) the date on which the Golden Gate Investor owns less than 1% of the then outstanding Voting Securities):
Certain Approval Rights. (a) So long as the Xxxx Group continues to hold at least 50% of the Xxxx Shares held by it on the Closing Date, without the prior approval of the Xxxx Group, the Company shall not, and shall cause each of its Subsidiaries not to:
(i) other than any transaction pursuant to any Transaction Document, enter into any transaction or series of transactions with any stockholder, director, officer, employee or Affiliate;
(ii) other than any securities issued pursuant to the 2003 Executive Stock Option Plan, authorize, create or issue any securities (or any rights or securities directly or indirectly convertible into or exercisable or exchangeable for securities);
(iii) invest in or purchase any interest in any company, partnership or business (whether by a purchase of assets, purchase of stock, merger or otherwise) or enter into any joint venture or similar transaction, or make any investment outside the ordinary course of business;
(iv) engage in any transaction outside the ordinary course of business, including entering into the ownership, active management or operation of any business other than the businesses of the Company and its Subsidiaries as of the date hereof or terminating any part of its current business;
(v) amend or modify any stock option plan or employee stock ownership plan as in existence as of the Closing, including the 2003 Executive Stock Option Plan, adopt any new stock option plan or employee stock ownership plan or issue any shares of Common Stock to its employees other than pursuant to the 2003 Executive Stock Option Plan;
(vi) create, incur, assume or suffer to exist any material indebtedness other than such indebtedness incurred on or prior to the date hereof and any amendment, restatement, renewal, replacement or refinancing thereof;
(vii) make material capital expenditures (including material expenditures under capital leases); or
(viii) initiate or settle any material claim, lawsuit or other legal proceeding.
Certain Approval Rights. So long as the Seller Holdco Parties Beneficially Own at least fifty percent (50%) of the Seller Holdco Issued Closing Shares, without the prior written consent of Seller Holdco, the Company shall not:
(a) amend the Organizational Documents of the Company or any of its material Subsidiaries in any manner that would be disproportionately adverse to Seller Holdco;
(b) change the size of the Board; or
(c) undertake any liquidation, dissolution or winding up of the Company.
