Common use of Consent Requirements Clause in Contracts

Consent Requirements. For so long as shares of Series A Preferred are issued and outstanding, the affirmative vote or consent of the holders of more than a majority of all of the shares of Series A Preferred at the time issued and outstanding, voting as a separate class, given in person or by proxy either in writing (as may be permitted by law and the Certificate of Incorporation and By-laws of the Corporation) or at any special or annual meeting, shall be necessary to permit, effect or validate the taking of any of the following actions by the Corporation, whether such actions are effected directly or through a merger or another transaction (provided, that, no such affirmative vote or consent shall be required in connection with a merger or other transaction which would result in a Sale of the Company, so long as prior to or simultaneously with completion of that transaction, the Series A Preferred will be redeemed in full): (i) the amendment of the Certificate of Incorporation or By-laws of the Corporation, or the alteration or change of the powers, rights, privileges or preferences of the Series A Preferred, if such amendment, alteration or change would adversely affect any of the powers, rights, privileges or preferences of the holders of the Series A Preferred; (ii) the authorization of (or issuance of any shares of) any class of Preferred Stock which ranks senior to or pari passu with the Series A Preferred with respect to dividends or upon liquidation, dissolution or winding-up of the Corporation; (iii) the increase of the number of shares of Series A Preferred authorized for issuance; or (iv) the issuance after the Effective Time of any shares of Series A Preferred (excluding the issuance of share certificates upon transfers or exchanges of shares by holders (other than the Corporation) thereof or upon replacement of lost, stolen, damaged or mutilated share certificates), except for issuances of shares of Series A Preferred which have been redeemed or otherwise acquired.

Consent Requirements. For so long as shares of Series A Preferred are issued and outstanding, the affirmative vote or consent of the holders of more than a majority of all of the shares of Series A Preferred at the time issued and outstanding, voting as a separate class, given in person or by proxy either in writing (as may be permitted by law and the Certificate of Incorporation and By-laws of the Corporation) or at any special or annual meeting, shall be necessary to permit, effect or validate the taking of any of the following actions by the Corporation, whether such actions are effected directly or through a merger or another transaction (providedPROVIDED, that, no such affirmative vote or consent shall be required in connection with a merger or other transaction which would effect such an action if such merger or other transaction would result in a Sale of the Company, so long as prior to or simultaneously with completion of that transaction, the Series A Preferred will be redeemed in full): (i) the amendment of the Certificate of Incorporation or By-laws of the Corporation, or the alteration or change of the powers, rights, privileges or preferences of the Series A Preferred, if such amendment, alteration or change would adversely affect any of the powers, rights, privileges or preferences of the holders of the Series A Preferred; (ii) the authorization of (or issuance of any shares of) any class of Preferred Stock which ranks senior to or pari passu PARI PASSU with the Series A Preferred with respect to dividends or upon liquidation, dissolution or winding-up of the Corporation; (iii) the increase of the number of shares of Series A Preferred authorized for issuance; or (iv) the issuance after the Effective Time of any shares of Series A Preferred (excluding the issuance of share certificates upon transfers or exchanges of shares by holders (other than the Corporation) thereof or upon replacement of lost, stolen, damaged or mutilated share certificates), except for issuances of shares of Series A Preferred which have been redeemed or otherwise acquired.