Common use of Other Stockholder Approval Rights Clause in Contracts

Other Stockholder Approval Rights. Other than as expressly contemplated by the Exchange Agreement or this Agreement, without the prior written consent of a Requisite Majority, the Company shall not: (a) up to and including the fourth anniversary of the date of the Exchange Agreement, consummate, or permit any Subsidiary to consummate, a Change of Control where the consideration to be paid in respect of each outstanding share of Common Stock in such transaction is greater than or equal to $12.00 per Equivalent Share (subject to appropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting shares of Common Stock); (b) following the fourth anniversary of the date of the Exchange Agreement, consummate a Change of Control; (c) make any investment or enter into, and shall not permit any of its Subsidiaries to make any investment or enter into, any joint venture, strategic alliance or similar transaction, providing for payments (whether in cash, property or securities) by the Company and its Subsidiaries of more than $50 million in the aggregate in or to any such investment, joint venture, strategic alliance or transaction; (d) issue, repurchase or redeem, or permit its Subsidiaries to issue, repurchase or redeem, any shares of capital stock (or securities convertible into, or exchangeable or exercisable for capital stock), other than (i) issuances pursuant to the Company’s 2008 Stock Incentive Plan, as amended as of the Closing, (ii) issuances upon exercise of the Public Warrants or (iii) issuances pursuant to Section 5, or (iv) repurchases from former employees, officers, directors, consultants or other persons who performed services for the Company or any Subsidiary in connection with the cessation of such employment or service; (e) declare or pay any dividend or make any distribution on any shares of capital stock of the Company (other than dividends on Common Stock payable solely in Common Stock); (f) guarantee, assume, incur or refinance, or permit any of its Subsidiaries to guarantee, assume, incur or refinance, any indebtedness for borrowed money (excluding obligations with respect to capital leases in an aggregate annual amount less than $25 million), other than outstanding indebtedness incurred from time to time pursuant to credit agreements of the Company or any of its Subsidiaries in effect upon the Closing, provided that the consent of a Requisite Majority shall be required for any amendment, modification or extension of such credit agreements; (g) enter into, amend, modify or terminate any agreement with the Chairman and/or Chief Executive Officer of the Company; (h) enter into any settlement agreement relating to a legal proceeding (including an investigation) or series of related proceedings, providing for a payment by the Company and its Subsidiaries of more than $15 million; (i) establish, adopt, enter into, amend or modify or terminate any employee or director stock incentive plan for the Company and its Subsidiaries; (j) enter into, or permit any of its Subsidiaries to enter into, any transaction or series of related transactions with an Affiliate of the Company providing for payments by the Company and its Subsidiaries in excess of $1 million; or (k) enter into an agreement, or permit any Subsidiary of the Company to enter into an agreement, to do any of the foregoing.