Common use of Matters Requiring Approval Clause in Contracts

Matters Requiring Approval. (a) For so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 40 % of Shares (as determined on a Common Equivalents basis), the Company shall not, and shall (to the extent applicable) cause each of its Subsidiaries not to, without the Stockholder’s prior written consent (which consent may be withheld or conditioned as the Stockholder may determine in its absolute discretion) take any of the following significant actions: (i) a change in size of the board of directors of the Company; (ii) the incurrence of indebtedness for borrowed money, in a single transaction or a series of related transactions, aggregating to more than $50 million, except for (x) debt under a revolving credit facility that has previously been approved or is in existence on the date of this Agreement (with no increase in maximum availability) or (y) intercompany indebtedness; (iii) the issuance of additional shares of any class of the Company’s capital stock or equity securities, exceeding $50 million in any single issuance or an aggregate amount of $100 million during a calendar year (other than any award under any stockholder approved equity compensation plan or intracompany issuance among the Company and its wholly-owned subsidiaries); (iv) other than in the ordinary course of business with vendors, customers and suppliers, acquisition of equity interests or assets of any other entity, or any business, properties, assets or entities, exceeding $50 million in any single transaction or $100 million in the aggregate in any series of transactions during a calendar year; (v) other than in the ordinary course of business with vendors, customers and suppliers, disposition of any of the Company’s or its subsidiaries’ assets or equity interests, exceeding $50 million in any single transaction or $100 million in the aggregate in any series of transactions during a calendar year; (vi) hiring or terminating the Company’s Chief Executive Officer or its Chief Financial Officer or designating any new Chief Executive Officer or Chief Financial Officer; or (vii) make a single or series of related capital expenditures in excess of $25 million in any calendar year. (b) To the fullest extent permitted by applicable law, the Company shall not publish, send to holders of Common Stock or file or furnish to the SEC, any Exchange or any governmental authority, any press releases concerning the business, results of operations or financial condition of the Company (including earnings releases), reports, notices, proxy or information statements, registration statements or prospectuses (collectively, “Company Public Documents”) or any other information prepared by the Company or any of its Subsidiaries for release to financial analysts or investors without the prior written consent of the Stockholder. The Company shall consult with the Stockholder on the preparation of any such Company Public Document or other information and provide the Stockholder with a reasonable opportunity to review and comment on any such Company Public Documents or other information.

Matters Requiring Approval. (a) For Notwithstanding any provision of this Agreement to the contrary, for so long as the Stockholder’s Aggregate Ownership PG Stockholders and their Affiliates collectively Beneficially Own at least twenty-five (25)% of Shares the then outstanding shares of Common Stock and are entitled to designate at least one director of the Company pursuant to Section 3.1(b) (as determined on a Common Equivalents basis) continues or such earlier date that the PG Stockholders request their approval rights to be at least 40 % of Shares (as determined on a Common Equivalents basisterminated), the Company shall notnot take, and shall (to the extent applicable) cause each of its Subsidiaries not toto take, without the Stockholder’s prior written consent (which consent may be withheld or conditioned as the Stockholder may determine in its absolute discretion) take any of the following significant actionsactions without the prior written consent of the PG Stockholders: (i) terminate, hire or appoint a change in size chief executive officer (or other person performing the duties of the board of directors principal executive officer) of the Company; (ii) issue additional equity interests of the incurrence Company or any of its Subsidiaries, other than (A) any award under any stockholder-approved equity compensation plan, (B) any award under an equity compensation plan approved by a majority of the PG Designees or (C) any intra-company issuance among the Company and its wholly-owned Subsidiaries; (iii) other than in the ordinary course of business with vendors, customers and suppliers, enter into or effect any acquisition by the Company or any Subsidiary of the equity interests or assets of any Person, or the acquisition by the Company or any Subsidiary of any business, properties, assets, or Persons, in one transaction or a series of related transactions that would require the filing of financial statements pursuant to Rule 3-05 of Regulation S-X; or (iv) incur indebtedness for borrowed money, in a single transaction or a series of related transactions, aggregating to more than $50 100 million, except for (xA) debt borrowings under a revolving credit facility that has previously been approved or is in existence on the date of this Agreement (with no increase in maximum availability) or (y) intercompany indebtedness; (iii) on the issuance date of additional shares of any class closing of the Company’s capital stock or equity securities, exceeding $50 million in any single issuance or an aggregate amount of $100 million during a calendar year Initial Public Offering and (other than any award under any stockholder approved equity compensation plan or intracompany issuance among the Company and its wholly-owned subsidiaries); (ivB) other than in the ordinary course of business with vendors, customers and suppliers, acquisition of equity interests or assets of any other entity, or any business, properties, assets or entities, exceeding $50 million in any single transaction or $100 million in the aggregate in any series of transactions during a calendar year; (v) other than in the ordinary course of business with vendors, customers and suppliers, disposition of any of the Company’s or its subsidiaries’ assets or equity interests, exceeding $50 million in any single transaction or $100 million in the aggregate in any series of transactions during a calendar year; (vi) hiring or terminating the Company’s Chief Executive Officer or its Chief Financial Officer or designating any new Chief Executive Officer or Chief Financial Officer; or (vii) make a single or series of related capital expenditures in excess of $25 million in any calendar yearintercompany indebtedness. (b) To the fullest extent permitted by applicable law, the Company shall not publish, send to holders of Common Stock or file or furnish to the SEC, any Exchange or any governmental authority, any press releases concerning the business, results of operations or financial condition of the Company (including earnings releases), reports, notices, proxy or information statements, registration statements or prospectuses (collectively, “Company Public Documents”) or any other information prepared by the Company or any of its Subsidiaries for release to financial analysts or investors without the prior written consent of the Stockholder. The Company shall consult with the Stockholder on the preparation of any such Company Public Document or other information and provide the Stockholder with a reasonable opportunity to review and comment on any such Company Public Documents or other information.

Matters Requiring Approval. (a) For so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 40 % of Shares (as determined on a Common Equivalents basis), the Company shall not, and shall (to the extent applicable) cause each of its Subsidiaries not to, without the Stockholder’s prior written consent (which consent may be withheld or conditioned as the Stockholder may determine in its absolute discretion) take any None of the following significant actions: actions involving the Company or any Subsidiary shall be valid unless approved in advance by the holders of Series B Shares and/or Parity Shares constituting a majority of the total number of Series B Shares and Parity Shares (iexcept for the matters set forth in clauses (b), (c) a and (f), which shall only require the prior approval of the Majority Holders): Any material change in size the scope of the board of directors of the Company; (ii) the incurrence of indebtedness for borrowed money, in a single transaction or a series of related transactions, aggregating to more than $50 million, except for (x) debt under a revolving credit facility that has previously been approved or is in existence businesses carried on the date of this Agreement (with no increase in maximum availability) or (y) intercompany indebtedness; (iii) the issuance of additional shares of any class of the Company’s capital stock or equity securities, exceeding $50 million in any single issuance or an aggregate amount of $100 million during a calendar year (other than any award under any stockholder approved equity compensation plan or intracompany issuance among by the Company and its whollySubsidiaries; Any amendment to the Articles or the Memorandum of Association of the Company that adversely affects the holders of the Series B Preferred Shares; The authorization or issuance of any Parity Shares or any class or series of shares with powers, rights, preferences or privileges that are senior to the Series B Preferred Shares; Any Substantial Asset Sale; The Company or any of its Subsidiaries entering into, modifying or terminating any Related-owned subsidiaries); Party Transaction (iv1) other than on commercially reasonable arm's length terms or (2) where the transaction value exceeds US$5,000,000, in the ordinary course of business with vendors, customers and suppliers, acquisition of equity interests or assets of any other entity, or any business, properties, assets or entities, exceeding $50 million in any single transaction or $100 million in the aggregate in any series of transactions during either case unless such action is approved by a calendar year; (v) other than in the ordinary course of business with vendors, customers and suppliers, disposition of any committee of the Company’s Board of Directors comprised of at least three "independent" directors (within the meaning of the NASDAQ Marketplace Rules, regardless of whether or its subsidiaries’ assets or equity interests, exceeding $50 million in any single transaction or $100 million in the aggregate in any series of transactions during a calendar year; (vi) hiring or terminating the Company’s Chief Executive Officer or its Chief Financial Officer or designating any new Chief Executive Officer or Chief Financial Officer; or (vii) make a single or series of related capital expenditures in excess of $25 million in any calendar year. (b) To the fullest extent permitted by applicable law, not the Company shall not publish, send to holders then has a class of Common Stock shares listed for trading on a NASDAQ market); Any redemption or file or furnish to the SEC, any Exchange or any governmental authority, any press releases concerning the business, results of operations or financial condition of the Company purchase (including earnings releases), reports, notices, proxy or information statements, registration statements or prospectuses (collectively, “Company Public Documents”) or any other information prepared by the Company or any of its Subsidiaries for release to financial analysts Subsidiaries) of Parity Shares other than a Permitted Parity Share Redemption; or investors without Any redemption or purchase (by the prior written consent Company or any of the Stockholder. The Company shall consult with the Stockholder on the preparation its Subsidiaries) of any such Company Public Document or Junior Shares other information and provide the Stockholder with than a reasonable opportunity to review and comment on any such Company Public Documents or other informationPermitted Common Repurchase.