Common use of Consent Rights Clause in Contracts

Consent Rights. For as long as the Locked-up Shareholders beneficially own, directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding Shares, the Company shall not take, and shall cause its subsidiaries and any of the Company’s controlled Affiliates not to take, any of the following actions without the approval of a resolution passed by a simple majority of the votes cast by the holders of ordinary shares of the Company at a duly convened general meeting of the Company, provided that Locked-up Shareholders collectively holding at least twenty percent (20%) or more of all issued and outstanding Shares held by the Locked-up Shareholders in the aggregate vote in favor of such resolution: (a) entrance into, or a Material Revision of, any Equity Compensation Plan (including any long term incentive plan) of the Company, provided that such plan provides for the issuance of additional Shares in excess of one-half of one percent (0.5%) of the then-outstanding share capital of the Company (without regard to any “evergreen” provision contained therein); (b) the issuance of Shares, or of securities convertible into or exercisable for Shares, in any transaction or series of related transactions if (i) the Shares have, or will have upon issuance, voting power equal to or in excess of twenty percent (20%) of the voting power outstanding before the issuance of such Shares or of securities convertible into or exercisable for Shares, or (ii) the number of Shares to be issued is, or will be upon issuance, equal to or in excess of twenty percent (20%) of the number of Shares outstanding immediately prior to the issuance of the Shares or of securities convertible into or exercisable for Shares, provided that, notwithstanding the foregoing, consent pursuant to this Section 7 is not required for any such issuance involving (A) any public offering for cash, or (B) any bona fide private financing, if such financing involves a sale of Shares, for cash, at a price at least as great as the Minimum Price or securities convertible into or exercisable for Shares, for cash, if the conversion or exercise price is at least as great as the Minimum Price; and (c) prior to the issuance of Shares, or of securities convertible into or exercisable for Shares, in any transaction or series of related transactions if the number of Shares to be issued, or if the number of Shares into which the securities may be convertible or exercisable, exceeds either one percent (1%) of the number of Shares or one percent (1%) of the voting power outstanding immediately prior to the issuance, to: (i) any (A) director, (B) officer or (C) beneficial owner, directly or indirectly, of five percent (5%) or more of all issued and outstanding Shares (such holder, a “Substantial Securityholder” and, together with (A) and (B), a “Related Party”), (ii) a subsidiary, Affiliate or other immediate relative of a Related Party or (iii) any entity in which a Related Party has a substantial direct or indirect interest, provided that, notwithstanding the foregoing, if the Related Party involved in the transaction is classified as such solely because such person is a Substantial Securityholder, and if the issuance relates to a sale of Shares for cash at a price at least as great as the Minimum Price, consent pursuant to this Section 7 shall not be required unless the number of Shares to be issued, or unless the number of Shares into which the securities may be convertible or exercisable, exceeds either five percent (5%) of the number of Shares or five percent (5%) of the voting power outstanding immediately prior to the issuance.

Consent Rights. For as So long as the Locked-up Shareholders beneficially ownPrincipal Stockholder Beneficially Owns at least 25% of the outstanding shares of Class A Common Stock and Class B-1 Common Stock (as adjusted for stock splits, directly or indirectlycombinations, reclassifications and similar transactions), in addition to any vote required by law or the aggregate twenty percent (20%) or more of all issued and outstanding Sharesapplicable governing documents, the Company shall not take, and shall take all Necessary Action to cause its subsidiaries and any of the Company’s controlled Affiliates not to take, directly or indirectly (whether by amendment, merger, consolidation, reorganization or otherwise), any of the following actions without the approval of a resolution passed by a simple majority prior written consent of the votes cast by the holders of ordinary shares of the Company at a duly convened general meeting of the CompanyPrincipal Stockholder, provided that Locked-up Shareholders collectively holding at least twenty percent (20%) which consent may be withheld for any reason or more of all issued and outstanding Shares held by the Locked-up Shareholders in the aggregate vote in favor of such resolutionno reason: (a) entrance intoliquidation, dissolution or a Material Revision of, any Equity Compensation Plan (including any long term incentive plan) winding up of the Company, provided that such plan provides for the issuance of additional Shares in excess of one-half of one percent (0.5%) of the then-outstanding share capital of the Company (without regard to any “evergreen” provision contained therein); (b) any material change in the issuance nature of Sharesthe business or operations of the Company and its subsidiaries, taken as a whole, as of the date of this Agreement; (c) hiring or terminating the Chief Executive Officer of securities convertible the Company and his or her successors and, so long as the Principal Stockholder Beneficially Owns at least 50% of the outstanding shares of Class A Common Stock and Class B-1 Common Stock (as adjusted for stock splits, combinations, reclassifications and similar transactions), hiring or terminating any other executive officer of the Company and his or her successor; (d) any mergers or other transaction that, if consummated, would constitute a Change in Control or entering into any definitive agreement or exercisable for Shares, in series of related agreements that govern any transaction or series of related transactions that, if consummated, would result in a Change in Control; (ie) entering into any agreement providing for the Shares haveacquisition or divestiture of assets or Persons, in each such case, involving consideration payable or will have upon issuance, voting power equal to receivable by the Company or any of its subsidiaries in excess of twenty percent (20%) of $200 million in the voting power outstanding before the issuance of such Shares or of securities convertible into or exercisable for Shares, or (ii) the number of Shares to be issued is, or will be upon issuance, equal to or in excess of twenty percent (20%) of the number of Shares outstanding immediately prior to the issuance of the Shares or of securities convertible into or exercisable for Shares, provided that, notwithstanding the foregoing, consent pursuant to this Section 7 is not required for any such issuance involving (A) any public offering for cash, or (B) any bona fide private financing, if such financing involves a sale of Shares, for cash, at a price at least as great as the Minimum Price or securities convertible into or exercisable for Shares, for cash, if the conversion or exercise price is at least as great as the Minimum Price; and (c) prior to the issuance of Shares, or of securities convertible into or exercisable for Shares, aggregate in any single transaction or series of related transactions if during any 12-month period; (f) any incurrence by the number Company or any of Shares to be issuedits subsidiaries of indebtedness for borrowed money (including through capital leases, the issuance of debt securities or the guarantee of indebtedness of another Person) (i) in excess of $200 million in the aggregate in any single transaction or series of related transactions during any 12-month period, other than indebtedness incurred under an existing and previously approved revolving credit facility, or if (ii) that would result in the number of Shares into which Company’s Total Net Leverage Ratio (as such term or an analogous term is defined in the securities may be convertible or exercisable, exceeds either one percent (1%) then-in-effect senior credit agreement of the number of Shares Company or one percent (1%) its subsidiary or, to the extent there is no such senior credit agreement then in effect or such term or an analogous term is not contained therein, any indenture of the voting power outstanding immediately prior Company or its subsidiary, including that indenture dated January 16, 2016, as amended) exceeding 4.00:1.00; (g) any issuance or series of related issuances of equity securities by the Company or any of its subsidiaries, other than grants of equity securities under any equity compensation plan, including an employee stock purchase plan, approved by the Board or a committee thereof; (h) any payment or declaration of any dividend or other distribution of any shares of Class A Common Stock or Class B-1 Common Stock or entering into any recapitalization transaction the primary purpose of which is to the issuance, to: pay a dividend of shares of Class A Common Stock or Class B-1 Common Stock; (i) any increase or decrease in the size of (Ai) director, (B) officer or (C) beneficial owner, directly or indirectly, the Board from the number of five percent (5%directors set forth in Section 2.1(b) or more of all issued and outstanding Shares (such holder, a “Substantial Securityholder” and, together with (A) and (B), a “Related Party”), (ii) a subsidiary, Affiliate or other immediate relative the committees of a Related Party or the Board; and (iiij) any entity in which a Related Party has a substantial direct or indirect interest, provided that, notwithstanding the foregoing, if the Related Party involved in the transaction is classified as such solely because such person is a Substantial Securityholder, and if the issuance relates to a sale of Shares for cash at a price at least as great as the Minimum Price, consent pursuant to this Section 7 shall not be required unless the number of Shares to be issuedamendments to, or unless the number modification or repeal of, organizational documents (such as certificate of Shares into which the securities may be convertible or exercisable, exceeds either five percent (5%) incorporation and bylaws of the number of Shares Company or five percent (5%) equivalent organizational documents of the voting power outstanding immediately prior to Company’s subsidiaries) that adversely affect any of the issuancePrincipal Stockholder, CVC or CPP Investments or their respective Affiliates.

Consent Rights. For as long as Notwithstanding the Locked-up Shareholders beneficially ownforegoing, directly or indirectly, in until the aggregate twenty percent (20%) or more Dividend Cessation Date of all issued and outstanding SharesSeries B Preferred Stock, the Company Corporation shall not takenot, and shall cause its subsidiaries and Subsidiaries not to, directly or indirectly (whether by merger, consolidation, amendment of this Certificate of Designations or otherwise), without the prior written approval of the Stockholders’ Representative: (i) create, or authorize the creation of, or issue or obligate itself to issue any shares of, (A) Senior Stock, (B) Parity Stock (including any Series B Preferred Stock), (C) any Capital Stock that votes as a single class with the Series B Preferred Stock on any of the Company’s controlled Affiliates not to take, any matters which require the consent of the following actions without the approval holders of a resolution passed by a simple majority of the votes cast Series B Preferred Stock pursuant to this Section 6, or (D) any Capital Stock of a Subsidiary of the Corporation, other than issuances by a wholly owned Subsidiary of the Corporation to the Corporation; (ii) reclassify, alter or amend any Capital Stock of the Corporation or its Subsidiaries if such reclassification, alteration or amendment would render such other Capital Stock senior to or pari passu with the Series B Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation or the payment of dividends; (iii) enter into any agreement with respect to, or consummate, any merger, consolidation or similar transaction with any other Person pursuant to which the Corporation or such Subsidiary would not be the surviving entity in such transaction, if as a result of such transaction, any capital stock or equity or equity-linked securities of such Person would rank senior to or pari passu with the Series B Preferred Stock as to the payment of dividends or in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the surviving entity or such Subsidiary; (iv) assume, incur or guarantee, or authorize the creation, assumption, incurrence or guarantee of, any indebtedness for borrowed money (specifically excluding letters of credit, performance or payment bonds, and capitalized lease obligations) if, after taking into account such assumption, incurrence or guarantee of such indebtedness for borrowed money, the aggregate outstanding amount of such indebtedness for borrowed money of the Corporation and its Subsidiaries would exceed $5,000,000 on a consolidated basis, other than (x) any indebtedness for borrowed money under the Corporation’s Second Amended and Restated Credit and Guarantee Agreement, dated as of September 25, 2018, as amended and restated as of November 2, 2018 and as further amended and restated as of November 16, 2018 (the “Existing Facility”), or (y) any refinancing thereof in a principal amount not to exceed the available amount under the Existing Facility; (v) authorize or consummate any Change of Control or Liquidation Event unless on or prior to the consummation of such Change of Control or Liquidation Event, all shares of Series B Preferred Stock will be redeemed, paid or purchased in full at the Optional Redemption Price; (vi) alter, amend, supplement, restate, waive or otherwise modify any provision of this Certificate of Designations or any other governing document of the Corporation (including any other Certificate of Designations) in a manner that would reasonably be expected to be materially adverse to the rights or obligations of the holders of ordinary shares of the Company at a duly convened general meeting of the Company, Series B Preferred Stock; provided that Locked-up Shareholders collectively holding at least twenty percent (20%) or more of all issued and outstanding Shares held by the Locked-up Shareholders in the aggregate vote in favor of such resolution: (a) entrance into, or a Material Revision of, any Equity Compensation Plan (including any long term incentive plan) of the Company, provided amendments that such plan provides for the issuance of additional Shares in excess of one-half of one percent (0.5%) of the then-outstanding share capital of the Company (without regard to any “evergreen” provision contained therein); (b) the issuance of Shares, or of securities convertible into or exercisable for Shares, in any transaction or series of related transactions if are either (i) the Shares have, or will have upon issuance, voting power equal adversely disproportionate to or in excess of twenty percent (20%) holders of the voting power outstanding before Series B Preferred Stock as compared to other holders of the issuance of such Shares or of securities convertible into or exercisable for Shares, Series B Preferred Stock or (ii) adversely affect the number definition of Shares Cash Dividend Rate or Accumulated Dividend Rate or the redemption required by Section 7(a)(ii) shall require the prior written approval of each adversely affected holder of Series B Preferred Stock. (vii) at any time when the Corporation is prohibited from making Class A Cash Dividends pursuant to be issued isSection 4(d), or will be upon issuance, equal to or utilize the restricted payment basket set forth in excess of twenty percent (20%Section 8.05(l) of the number of Shares outstanding immediately prior Credit Agreement for any purpose other than making a Series B Preferred Cash Dividend or redeeming, repurchasing or otherwise retiring Series B Preferred Stock; or (viii) enter into any amendment to the issuance Credit Agreement (including an amendment and restatement or refinancing) that materially and adversely affects the ability of the Shares Corporation to make cash dividend payments, liquidation payments or of securities convertible into or exercisable for Shares, provided that, notwithstanding the foregoing, consent pursuant to this Section 7 is not required for any such issuance involving (A) any public offering for cash, or (B) any bona fide private financing, if such financing involves a sale of Shares, for cash, at a price at least as great as the Minimum Price or securities convertible into or exercisable for Shares, for cash, if the conversion or exercise price is at least as great as the Minimum Price; and (c) prior redemption payments compared to the issuance of Shares, or of securities convertible into or exercisable for Shares, Credit Agreement in any transaction or series of related transactions if effect on the number of Shares to be issued, or if the number of Shares into which the securities may be convertible or exercisable, exceeds either one percent (1%) of the number of Shares or one percent (1%) of the voting power outstanding immediately prior to the issuance, to: (i) any (A) director, (B) officer or (C) beneficial owner, directly or indirectly, of five percent (5%) or more of all issued and outstanding Shares (such holder, a “Substantial Securityholder” and, together with (A) and (B), a “Related Party”), (ii) a subsidiary, Affiliate or other immediate relative of a Related Party or (iii) any entity in which a Related Party has a substantial direct or indirect interest, provided that, notwithstanding the foregoing, if the Related Party involved in the transaction is classified as such solely because such person is a Substantial Securityholder, and if the issuance relates to a sale of Shares for cash at a price at least as great as the Minimum Price, consent pursuant to this Section 7 shall not be required unless the number of Shares to be issued, or unless the number of Shares into which the securities may be convertible or exercisable, exceeds either five percent (5%) of the number of Shares or five percent (5%) of the voting power outstanding immediately prior to the issuanceClosing Date.

Consent Rights. For as long as the Locked-up Shareholders beneficially own(a) Subject to Section 5.05(b), directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding Shares, the Company shall not take, and shall cause its subsidiaries and any of the Company’s controlled Affiliates not to take, any of the following actions shall not be taken by the Company or any Subsidiary without the approval of a resolution passed by a simple majority prior written consent of the votes cast by the holders of ordinary shares of the Company at a duly convened general meeting of the Company, provided that Locked-up Shareholders collectively holding at least twenty percent (20%) or more of all issued and outstanding Shares held by the Locked-up Shareholders in the aggregate vote in favor of such resolutionBuyers: (ai) entrance intoany acquisition or disposition of assets (including the acquisition of shares of capital stock of another Person, whether by merger, stock purchase or a Material Revision of, otherwise) other than in the ordinary course of business or involving an amount of consideration in excess of $15,000,000 in any Equity Compensation Plan single instance (including any long term incentive plan) series of the Company, provided that such plan provides for the issuance of additional Shares in excess of one-half of one percent (0.5%) of the then-outstanding share capital of the Company (without regard to any “evergreen” provision contained thereinrelated transactions); (bii) the issuance incurrence of Shares, any additional debt obligations by the Company or any Subsidiary other than in the ordinary course of securities convertible into business or exercisable for Shares, in excess of $15,000,000 in any transaction or single instance (including any series of related transactions if transactions) or in excess of $50,000,000 in the aggregate; (iii) the discharge of the chief executive officer, the chief operating officer or the chief financial officer of the Company other than for cause (as determined by a majority of the entire Board), and the hiring of any replacement thereof; (iv) changing the principal business of the Company; (v) any amendment or modification of the certificate of incorporation or by-laws of the Company that materially and adversely affects the rights of the Buyers set forth in this Agreement, the Stock Purchase Agreement, the Buy/Sell Agreement or the Registration Rights Agreement, or any amendment or modification that reduces or limits the provisions relating to the exculpation or indemnification of directors or officers of the Company or any amendment or modification of the certificate of incorporation of the Company that creates any securities of the Company which (x) would impair or render substantially more cumbersome the rights of the Buyers under this Agreement or the Buy/Sell Agreement, or (y) provides for the payment of cash dividends or mandatory redemption, in each case, prior to the third anniversary of the Closing Date; provided, that for so long as the Buyers have the right to nominate any director to the Board as provided in Section 5.02, any amendment or modification of the certificate of incorporation or by-laws of the Company that changes the number of directors on the Board (other than any amendment or modification to effectuate the provisions of Section 5.02(b) or 5.02(c)) shall be deemed automatically to so adversely affect the rights of the Buyers; (1) any material transaction (provided, that any transaction involving an amount, or obligations, equal to or exceeding $1,000,000 shall be deemed to be PER SE material) between the Company or any Subsidiary, on the one hand, and any Stockholder or any Affiliate of a Stockholder, on the other hand, that is on terms materially less favorable than those that might have been reasonably obtained in a comparable transaction at such time from a Person which is not an Affiliate; provided, that HWH shall be required to give at least 15 days advance notice of any transaction between HWH or any of its Affiliates (other than TheCampusHub.com, Inc., a Delaware corporation ("ThxXxxxxxXxx.xxx")), on the one hand, and the Company and any Xxxxxdiary, on the other hand, or (2) any material transaction between the Company or any Subsidiary, on the one hand, and TheCampusHub.com, on the other hand, including but not limited xx, (i) the Shares have, or will have upon issuance, voting power equal making of any loan to or in excess of twenty percent (20%) of the voting power outstanding before the issuance of such Shares or of securities convertible into or exercisable for SharesTheCampusHub.com, or (ii) the making of any equity xxxxxxxxxx xx XxeCampusHub.com (including but not limited to pursxxxx xx xxx xxxxcise of any rights to purchase additional shares of capital stock of TheCampusHub.com pursuant to the Equity Option Agrexxxxx xxxxxxxxx on Schedule 3.19 to the Stock Purchase Agreement), provided, that the performance by the Company under the agreements set forth on Schedule 3.19 to the Stock Purchase Agreement in substantially the manner being currently performed shall not require the consent of the Buyers, and provided, further, however, that the Company shall not be permitted to amend or modify such agreements between the Company and TheCampusHub.com without the consent of the Buyers; (vii) any voluntary liquidation of the Company (except any such liquidation, dissolution, merger or consolidation of the Company in connection with (x) the disposition of any assets of the Company or any Subsidiary, or (y) the acquisition by the Company of the assets or business of any other Person, subject, in either case, to the consent rights in clause (i) of Section 5.05(a), if applicable); (viii) the issuance of any options to acquire shares of Common Stock pursuant to the Option Plans (x) which would cause the number of Shares shares of Common Stock issuable under options issued pursuant to the Option Plans to exceed the sum of (A) 7.5% of the issued and outstanding shares of Common Stock (on a fully-diluted, as converted basis), plus (B) the total number of shares of Common Stock issuable under options permitted to be issued isunder the Option Plans as of the date hereof, or will be (y) with an exercise price less than the fair market value of the shares of Common Stock issuable thereunder as determined by the Board; (ix) the sale of all or substantially all of the assets of the Company, unless upon issuancethe prompt distribution of the proceeds of such sale, the Buyers would receive gross proceeds per Share in an amount at least equal to the minimum amount required for the exercise by HWH of its rights under Section 3.01(a) or in excess 3.01(b), as the case may be, subject to any escrow permitted under such Section; or (x) the declaration or payment of twenty percent any dividends on, or the redemption of, any securities of, the Company (20%) other than the declaration and payment of dividends PRO RATA on the number outstanding shares of Shares outstanding immediately prior to Common Stock), or the issuance of any securities of the Shares Company which would impair or render substantially more cumbersome the rights of securities convertible into or exercisable for Shares, provided that, notwithstanding the foregoing, consent pursuant to this Section 7 is not required for any such issuance involving (A) any public offering for cash, or (B) any bona fide private financing, if such financing involves a sale of Shares, for cash, at a price at least as great as Buyers under the Minimum Price or securities convertible into or exercisable for Shares, for cash, if the conversion or exercise price is at least as great as the Minimum Price; andBuy/Sell Agreement. (cb) prior to the issuance of Shares, or of securities convertible into or exercisable for Shares, The Buyer's consent rights described in any transaction or series of related transactions if the number of Shares to be issued, or if the number of Shares into which the securities may be convertible or exercisable, exceeds either one percent (1%x) of the number of Shares or one percent (1%) of the voting power outstanding immediately prior to the issuance, to: clauses (i) any (A) director, (B) officer or (C) beneficial owner, directly or indirectly, of five percent (5%) or more of all issued and outstanding Shares (such holder, a “Substantial Securityholder” and, together with (A) and (B), a “Related Party”), (ii) a subsidiary), Affiliate or other immediate relative of a Related Party or (iii) any entity in which a Related Party has a substantial direct or indirect interestand (x) of Section 5.05(a) shall, provided thatsubject to Section 8.01(b), notwithstanding terminate on the foregoingthird anniversary of the Closing Date, (y) all clauses of Section 5.05(a) (except clause (vi)) shall terminate if the Related Party involved Buyers cease to own, in the transaction is classified as such solely because such person is a Substantial Securityholderaggregate, at least 10% of the issued and outstanding Shares, and if (z) all clauses of Section 5.05(a) shall terminate on the issuance relates date the Buyers cease to a sale of Shares for cash at a price at least as great as own, in the Minimum Priceaggregate, consent pursuant to this Section 7 shall not be required unless the number of Shares to be issuedany Shares, or unless the number of Shares into which the securities may be convertible or exercisable, exceeds either five percent (5%) of the number of Shares or five percent (5%) of the voting power outstanding immediately prior to the issuanceas otherwise contemplated by Section 8.01(b).

Consent Rights. For as (a) Following the receipt of HSR Clearance, for so long as the Locked-up Shareholders Liberty Parties beneficially own, directly or indirectlyown at least 102,000 shares of Series J Preferred Stock, in addition to any other vote or consent of the aggregate twenty percent (20%) Company’s stockholders required by law or more by the Company Certificate of all issued and outstanding SharesIncorporation, the Company shall not takenot, and shall cause its subsidiaries and any Subsidiaries not to, as applicable, without the affirmative vote or written consent of the Company’s controlled Affiliates not to take, any Liberty Parties who are the record holders of the following actions without the approval shares of a resolution passed by a simple majority of the votes cast Series J Preferred Stock at such time (which consent, except as expressly provided below, may be given or withheld, or made subject to such conditions as are determined by the holders of ordinary shares of the Company at a duly convened general meeting of the Company, provided that Locked-up Shareholders collectively holding at least twenty percent (20%) or more of all issued and outstanding Shares held by the Locked-up Shareholders in the aggregate vote in favor of such resolution: (a) entrance into, or a Material Revision of, any Equity Compensation Plan (including any long term incentive plan) of the Company, provided that such plan provides for the issuance of additional Shares in excess of one-half of one percent (0.5%) of the then-outstanding share capital of the Company (without regard to any “evergreen” provision contained therein); (b) the issuance of Shares, or of securities convertible into or exercisable for SharesLiberty Parties, in any transaction or series of related transactions if their sole discretion): (i) the Shares have, or will have upon issuance, voting power equal to or in excess of twenty percent (20%) of the voting power outstanding before the issuance of such Shares or of securities convertible into or exercisable for Shares, or (ii) the number of Shares to be issued is, or will be upon issuance, equal to or in excess of twenty percent (20%) of the number of Shares outstanding immediately prior to the issuance of the Shares or of securities convertible into or exercisable for Shares, provided that, notwithstanding the foregoing, consent pursuant to this Section 7 is not required for any such issuance involving (A) amend, alter or repeal any public offering for cashprovision of the Certificate of Designations or any other instrument establishing and designating the Series J Preferred Stock, or (B) amend, alter or repeal the Company Certificate of Incorporation or the Company By-Laws, any bona fide private financingresolution of the Board or any other instrument establishing and designating preferred stock of the Company (other than the Series J Preferred Stock) or any Junior Stock and determining the relative rights, if privileges and preferences thereof, if, in the case of clause (B), such financing involves a sale action would have an adverse effect on the rights, privileges or preferences of Sharesthe Series J Preferred Stock, including the conversion rights thereof; (ii) unless full dividends on all outstanding shares of the Series J Preferred Stock have been declared and paid including, for cashthe avoidance of doubt, at any amounts of accrued and unpaid dividends which have been added to the Liquidation Preference Amount pursuant to clause (ii) of the definition thereof in the Certificate of Designations, or declared and a price at least sum sufficient for the payment of those dividends has been set aside for the benefit of the holders thereof on the applicable Dividend Record Date, declare or pay any dividend on, or make any distributions relating to, Junior Stock or Parity Stock (including pursuant to Section 4.01(a)(iii)) or redeem, purchase or acquire for value any (x) Junior Stock or Parity Stock, (y) equity securities of any Subsidiary which are held by a person other than a Subsidiary or (z) any options, warrants or other rights to acquire such securities, other than: (A) purchases, redemptions or other acquisitions of shares of Junior Stock or Parity Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; (B) purchases of shares of Junior Stock pursuant to a contractually binding requirement to buy stock, including under a contractually binding stock repurchase plan, provided such Contract or plan was entered into prior to any default by the Company of its obligations to pay dividends on the Series J Preferred Stock; (C) as great as a result of an exchange or conversion of any class or series of Junior Stock, or the Minimum Price securities of another company, for any other class or series of Junior Stock; (D) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged; (E) distributions of Junior Stock or rights to purchase Junior Stock (subject to clause (iii) of this Section 4.01(a)) or (F) any exchange of Junior Stock for rights issued pursuant to the Rights Plan or any successor stockholder rights plan; (iii) distribute (by way of dividend, share distribution, exchange, redemption, recapitalization or similar transaction) securities convertible of any entity holding a significant portion of the assets and business of a Major Division, including by way of spin-off, split-off or other distribution transaction; (iv) authorize, designate or issue any Senior Stock or Parity Stock; (v) enter into, or permit any Subsidiary to enter into, any agreement, or any modification or amendment to an existing agreement, which, in the absence of a default under such agreement, would by its terms prevent the Issuer from fully performing its obligations with respect to the Series J Preferred Stock; (vi) consolidate with, or merge with or into, or enter into a business combination or similar extraordinary transaction with any person or entity, or effect a statutory exchange of securities of the Company with another person or entity (any of the foregoing, a “Specified Transaction”), unless (A) in such Specified Transaction, the outstanding shares of Series J Preferred Stock are to be converted into or exercisable exchanged for Shares, for cashpreferred stock issued by the surviving corporation or other continuing entity in such Specified Transaction (or, if the surviving entity is the Company, remain outstanding without any changes to the terms thereof, except as otherwise required pursuant to the Certificate of Designations); provided, that in the event the holders of Company Common Stock will receive in such Specified Transaction securities of an issuer other than such surviving or continuing entity, such consent will be required unless the Series J Preferred Stock is converted into preferred stock of such other issuer having such rights, powers and preferences equivalent to the Series J Preferred Stock and otherwise reasonably acceptable to the Liberty Parties, or (B) immediately prior to the effective date of such Specified Transaction, the Company offers to purchase all outstanding shares of Series J Preferred Stock for cash in an amount equal to the amount the Company would be required to offer to purchase such shares of Series J Preferred Stock in a Change of Control Sale (as defined in the Certificate of Designations); (vii) sell, transfer, lease, license or otherwise dispose of all or substantially all of the assets constituting a Major Division; (viii) fundamentally change the business of the Company and its Subsidiaries from the business of the Company and its Subsidiaries as presently conducted, or make any investment (including by way of acquisition) having a purchase or acquisition price in excess of $50,000,000 where the business being conducted by the investee or the acquired business constitutes a departure from the current lines of business of the Company and its Subsidiaries; (ix) enter into (or permit any Subsidiary to enter into) any Contract (including any amendment or modification thereto or extension thereof) with (A) any director or executive officer of the Company, (B) any person or group beneficially owning in excess of 5% of the outstanding shares of Company Common Stock, or (C) any Affiliate or family member of any of the foregoing, other than (1) any Contract between or among (i) the Company and any of its Subsidiaries or (ii) two or more of the Company’s Subsidiaries and (2) any of the foregoing that are not required to be disclosed pursuant to Item 404 of Regulation S-K under the Exchange Act (including executive compensation matters); provided, however, that the affirmative vote or written consent of such Liberty Parties shall not be unreasonably withheld, conditioned or delayed under this clause (ix); or (x) amend the Rights Plan in such a way, or adopt or enter into any new or successor shareholder rights agreement or plan having provisions which would adversely effect the powers, preferences, rights or privileges of the holders of Series J Preferred Stock, including upon conversion or exercise price is of the Preferred Shares, relative to the Rights Plan as in effect as of the Closing. (b) Following a conversion of the Series J Preferred Stock pursuant to Section 9 of the Certificate of Designations, for so long as the Liberty Parties beneficially own at least as great as the Minimum Price; andnumber of shares of Company Common Stock that the Liberty Parties would have received upon the conversion of 102,000 shares of Series J Preferred Stock, then the Company will not, and will not permit any Subsidiary to, take any of the actions specified in clauses (iii), (vii), (viii) and (ix) of Section 4.01(a) unless it shall have received the affirmative vote or written consent of the Liberty Parties prescribed by Section 4.01(a). (c) Following the date of this Agreement but prior to the issuance receipt of SharesHSR Clearance, the Company shall not, and shall cause its Subsidiaries not to, take any action described above in Section 4.01(a) that would require the affirmative vote or written consent of securities convertible into the Liberty Parties following the receipt of HSR Clearance. (d) The Liberty Parties shall respond as promptly as reasonably practicable to any request for consent under this Section 4.01. In the event that the Liberty Parties do not respond within five Business Days of the receipt by the Liberty Parties of a request for consent for a specific Contract or exercisable transaction under clause (ix) of Section 4.01(a) or pursuant to Section 4.01(b) (to the extent relating to a matter described in clause (ix) of Section 4.01(a)), which is accompanied by reasonably detailed information with respect to the matter for Shareswhich consent is being requested, then the Liberty Parties shall be deemed to have consented to such matter. (e) The consent rights provided for in any transaction or series of related transactions if Sections 4.01(a) and 4.01(b) and the pre-emptive rights provided for in Section 4.03 shall terminate permanently upon the Liberty Parties ceasing to beneficially own at least the minimum number of Shares to be issued, shares of Series J Preferred Stock or if the number of Shares into which the securities may be convertible or exercisable, exceeds either one percent (1%) of the number of Shares or one percent (1%) of the voting power outstanding immediately prior to the issuance, to: (i) any (A) director, (B) officer or (C) beneficial owner, directly or indirectly, of five percent (5%) or more of all issued and outstanding Shares (such holder, a “Substantial Securityholder” and, together with (A) and (B), a “Related Party”), (ii) a subsidiary, Affiliate or other immediate relative of a Related Party or (iii) any entity in which a Related Party has a substantial direct or indirect interest, provided that, notwithstanding the foregoing, if the Related Party involved in the transaction is classified as such solely because such person is a Substantial Securityholder, and if the issuance relates to a sale of Shares for cash at a price at least as great as the Minimum Price, consent pursuant to this Section 7 shall not be required unless the number of Shares to be issued, or unless the number of Shares into which the securities may be convertible or exercisable, exceeds either five percent (5%) of the number of Shares or five percent (5%) of the voting power outstanding immediately prior to the issuanceCompany Common Stock specified therein.