Common use of Consent Rights Clause in Contracts

Consent Rights. In addition to any rights that the holders of Series A Preferred Shares may have pursuant to the DGCL, for so long as (x) any Series A Preferred Shares are outstanding and (y) the Preferred Percentage is at least ten percent (10%), the Corporation will not, without first obtaining the written consent or affirmative vote of the Series A Preferred Majority Holders, voting separately as a class, take any of the following actions: (i) liquidate, dissolve or wind-up the Corporation (whether voluntary or involuntary), (ii) amend, modify, supplement or repeal any provision of the Certificate of Incorporation or Bylaws that would have a material adverse effect on any right, preference, privilege or voting power of the Series A Preferred Shares or the holders thereof (it being understood that, for the avoidance of doubt, any amendment, modification or supplement to the Certificate of Incorporation (including as a result of new certificate of designation) to create, authorize, designate or issue any equity securities of the Corporation senior to or pari passu with the Series A Preferred Shares would have a material adverse effect on the rights, preferences, privileges and/or voting power of the Series A Preferred Shares or the holders thereof), (iii) change the size of the Board; (iv) enter into, amend, modify or supplement any agreement, transaction, commitment or arrangement with any Related Party, except for customary employment arrangements and benefit programs; or (v) agree to take any of the foregoing actions.

Consent Rights. In addition to any rights that the holders of Series A Preferred Shares may have pursuant to the DGCL, for For so long as (x) any Series A the Investor Parties own in the aggregate, a number of shares of Common Stock and Preferred Shares are outstanding and (y) the Preferred Percentage is Stock which together represent at least ten percent (10%) of the total number of shares of Common Stock issued and outstanding and issuable upon conversion of the Preferred Stock (with each share of Preferred Stock deemed to represent the number of shares of Common Stock such share of Preferred Stock issuable upon conversion of such share of Preferred Stock at such time of determination (without regard to any restrictions on conversion)), the Corporation Company will not, without first obtaining the written consent or affirmative vote of the Series A Preferred Majority Holders, voting separately as a classInvestor Parties, take any of the following actions: (i) liquidate, dissolve or wind-up the Corporation Company (whether voluntary or involuntary), (ii) amend, modify, supplement or repeal any provision of the Certificate of Incorporation or Bylaws that would have a material adverse effect on any right, preference, privilege or voting power of the Series A Preferred Shares or the holders thereof (it being understood thatprovided, that for the avoidance of doubt, any amendment, modification modification, supplement or supplement to repeal any provision of the Certificate of Incorporation (including as a result or Bylaws that would have the effect of new certificate of designation) to createlimiting, authorizerestricting, designate delaying or issue prohibiting any equity securities rights of the Corporation senior to or pari passu with Investor Parties, including modification of the Series A Preferred Shares would have nomination rights set forth in Section 3.3, shall constitute a material adverse effect on the rights, preferences, privileges and/or and voting power of the Series A Preferred Shares or the holders thereof), (iii) change the size of the Board; (iv) enter into, amend, modify or supplement any agreement, transaction, commitment or arrangement with any Related Party, except for customary employment arrangements and benefit programs; or (v) agree to take any of the foregoing actions.

Consent Rights. In addition to any rights that the holders of Series A Preferred Shares may have pursuant to the DGCL, for so So long as (x) any Series A Preferred Shares are outstanding and (y) the Preferred Percentage is Consenting Entities or their Affiliates collectively directly or indirectly own at least ten percent (10%)30% of the outstanding Shares, the Corporation will notCompany shall not take and shall take all necessary action to cause its subsidiaries not to take, without first obtaining the written consent directly or affirmative vote of the Series A Preferred Majority Holdersindirectly (whether by amendment, voting separately as a classmerger, take consolidation, reorganization or otherwise) any of the following actions: actions without the prior consent of each of the Consenting Entities (iso long as such Consenting Entity or its Affiliates owns at least one Share), which consent may be withheld for any reason or no reason, in addition to the Board of Directors’ approval (or, as applicable, the approval of the requisite governing body of any subsidiary of the Company or any requisite statutory vote): (a) liquidateany material change, through any acquisition, disposition of assets or otherwise, in the nature of the business or operations of the Company and its subsidiaries as of the date of this Agreement; (b) terminating Xxxxxx Xxxxx as the chief executive officer of the Company and hiring his successor; (c) removing Xxxxxx Xxxxx as the Chairman of the Board; (d) any transaction that, if consummated, would constitute a Change of Control or entering into any definitive agreement or series of related agreements that govern any transaction or series of related transactions that, if consummated, would result in a Change of Control; (e) any increase or decrease in the size of the Board of Directors, committees of the Board of Directors and board and committees of subsidiaries of the Company; (f) any voluntary election by the Company or any subsidiary of the Company to liquidate or dissolve or wind-up commence bankruptcy or insolvency proceedings or the Corporation (whether voluntary or involuntary), (ii) amend, modify, supplement or repeal adoption of a plan with respect to any provision of the Certificate foregoing; (g) any amendment, modification or waiver of Incorporation this Section 5.26; and (h) any amendment, modification or Bylaws that would have a material adverse effect on waiver of this Agreement or any right, preference, privilege or voting power other governing documents of the Series A Preferred Shares Company following the date of this Agreement that materially and adversely affects any Consenting Entity or the holders thereof (it being understood that, for any of their Affiliates. For the avoidance of doubt, any amendment, modification the Consenting Entities may determine to grant or supplement withhold consent to the Certificate of Incorporation (including as a result of new certificate of designation) to create, authorize, designate or issue any equity securities of the Corporation senior to or pari passu with the Series A Preferred Shares would have a material adverse effect on the rights, preferences, privileges and/or voting power of the Series A Preferred Shares or the holders thereof), (iii) change the size of the Board; (iv) enter into, amend, modify or supplement any agreement, transaction, commitment or arrangement with any Related Party, except for customary employment arrangements and benefit programs; or (v) agree to take any of the foregoing actionsin their sole and absolute discretion, and nothing in this Section 5.26, or the exercise of the rights contemplated hereby (including any grant or withholding of consent, as the case may be), shall be deemed to create or otherwise result in any duty, obligation or liability on the part of any Consenting Entity or any of their Affiliates, express or implied, in equity or otherwise.

Consent Rights. In addition to any rights that the holders of Series A Preferred Shares may have pursuant to the DGCLDGCL or as provided in the Securities Purchase Agreement, for so long as (x) any Series A Preferred Shares are outstanding and (y) the Preferred Percentage is Purchaser holds at least ten percent the number of shares of Preferred Stock and/or an equivalent number of shares of Underlying Common Stock (10%)as adjusted for stock splits reverse stock splits, stock dividends, and similar actions affecting such Preferred Stock, as applicable) equal to the Minimum Ownership Condition, the Corporation will not, without first obtaining the written consent or affirmative vote of the Series A Preferred Majority Holders, voting separately as a class, take any of the following actions: (i) liquidate, dissolve or wind-up the Corporation (whether voluntary or involuntary), (ii) amend, modify, supplement or repeal any provision of the Certificate of Incorporation Incorporation, this Certificate of Designation, or the Bylaws in a manner that would have a material adverse effect on any right, preference, privilege or voting power of the Series A Preferred Shares or the holders thereof (it being understood that, for the avoidance of doubt, any amendment, modification or supplement to the Certificate of Incorporation (including as a result of any new certificate of designation) to create, authorize, designate or issue any equity securities of the Corporation Company senior to or pari passu with the Series A Preferred Shares would have a material adverse effect on the rights, preferences, privileges and/or voting power of the Series A Preferred Shares or the holders thereof), (iii) change the size of the Board; Board (iv) enter into, amend, modify or supplement any agreement, transaction, commitment or arrangement with any Related Party, except for customary employment arrangements and benefit programsother than as required by this Certificate of Designation); or (viv) agree to take any of the foregoing actions. The Company shall, and shall cause its Subsidiaries to, comply with the terms of the Securities Purchase Agreement, including, without limitation, Section 6.4 thereof.