Common use of Other Protective Provisions Clause in Contracts

Other Protective Provisions. Beginning upon the Closing Date and ceasing immediately prior to the IPO, the Company shall not, without first obtaining the prior written consent or affirmative vote of non-management holders holding a majority of the shares of Common Stock (for avoidance of doubt, Sillerman and his affiliates shall be deemed to be management holders of shares of Common Stock) (“Non-management Holders”): (a) amend, alter or repeal any provision of the Certificate of Incorporation of the Company or the By-Laws of the Company in a manner that adversely effects the rights, preferences, and privileges of any class of capital stock; (b) enter into any transaction with any affiliate of the Company (other than pursuant to a compensation arrangement approved pursuant to Section 8(f) hereof; (c) issue, declare or make any dividends, distributions or redemptions other than on a pro rata basis; (d) effect any material change in the nature of the Company’s business from the Business; (e) effectuate any change in control of the Company resulting in Xxxxxx F.X. Sillerman (and his affiliates) no longer controlling the Company; or (f) approve the payment for or make any payment in respect of compensation (including equity awards) to any senior officer of the Company unless such compensation amounts or terms are approved by the compensation committee of the board of directors.

Other Protective Provisions. Beginning upon the Closing Date and ceasing immediately prior to the IPO, the Company shall not, without first obtaining the prior written consent or affirmative vote of non-management holders holding a majority of the shares of Common Stock (for avoidance of doubt, Sillerman and his affiliates shall be deemed to be management holders of shares of Common Stock) (“Non-management Holders”): (a) amend, alter or repeal any provision of the Certificate of Incorporation of the Company or the By-Laws of the Company in a manner that adversely effects the rights, preferences, and privileges of any class of capital stock; (b) enter into any transaction with any affiliate of the Company (other than pursuant to a compensation arrangement approved pursuant to Section 8(f10(f) hereof; (c) issue, declare or make any dividends, distributions or redemptions other than on a pro rata basis; (d) effect any material change in the nature of the Company’s business from the Business; (e) effectuate any change in control of the Company resulting in Xxxxxx F.X. Sillerman (and his affiliates) no longer controlling the Company; or (f) approve the payment for or make any payment in respect of compensation (including equity awards) to any senior officer of the Company unless such compensation amounts or terms are approved by the compensation committee of the board of directors.

Other Protective Provisions. Beginning upon the date of the Second Closing Date and ceasing immediately prior to the IPO, the Company shall not, without first obtaining the prior written consent or affirmative vote of non-management holders holding a majority of the shares of Common Stock (for avoidance of doubt, Sillerman and his affiliates shall be deemed to be management holders of shares of Common Stock) (“Non-management Holders”): (a) amend, alter or repeal any provision of the Certificate of Incorporation of the Company or the By-Laws of the Company in a manner that adversely effects the rights, preferences, and privileges of any class of capital stock; (b) enter into any transaction with any affiliate of the Company (other than pursuant to a compensation arrangement approved pursuant to Section 8(f) hereof; (c) issue, declare or make any dividends, distributions or redemptions other than on a pro rata basis; (d) effect any material change in the nature of the Company’s business from the Business; (e) effectuate any change in control of the Company resulting in Xxxxxx F.X. Sillerman (and his affiliates) no longer controlling the Company; or (f) approve the payment for or make any payment in respect of compensation (including equity awards) to any senior officer of the Company unless such compensation amounts or terms are approved by the compensation committee of the board of directors.