Common use of Required Votes Clause in Contracts

Required Votes. (a) All actions of the Board of Directors ----------- -------------- of the Company shall require the vote of at least a majority of the entire Board of Directors, unless otherwise required by Law, the Restated Certificate, the Restated By-Laws, the Joint Venture Stockholders' Agreement or this Agreement. (b) None of the following transactions or actions shall be entered into or taken by the Company, unless (i) voted for or consented to by the vote of at least three (3) of the five (5) directors designated pursuant to Sections 1.1(a) and (d) and six (6) of the eight (8) directors designated pursuant to Sections 1.1(b), (c) and (e) of the Board of Directors of the Corporation. 1. The sale, transfer, assignment or other disposition of any material portion of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business; 2. The merger, combination or consolidation of the Company or any of its Subsidiaries with or into any other entity, regardless of whether the Company or any such Subsidiary is the surviving entity in any such merger, combination or consolidation, the acquisition of any businesses by the Corporation, the formation of any partnership or joint venture involving the Company, or the liquidation, dissolution or winding up of the Company or any of its Subsidiary; 3. Any offering or issuance of additional shares of Preferred Stock, Voting Preference Stock or Common Stock of, or any other securities or ownership interests in, the Company or any of its Subsidiaries, including, without limitation, warrants, options or other rights convertible or exchangeable into Preferred Stock, Voting Preference Stock or Common Stock of, or other securities or ownership interests in, the Company or any of its Subsidiaries except as contemplated by the Securities Purchase Agreement or the declaration of any dividends thereon. 4. The repurchase by the Company of any Company Stock (other than shares of Class A Voting Common Stock or Series E Preferred Stock purchased from former employees of the Company); 5. The authorization or adoption of any amendment to the Restated Certificate, Restated By-laws or any constituent document of the Company or any of its Subsidiaries; 6. The hiring or termination of any executive officer of the Company; 7. The approval of, or amendment to, any operating or capital budget of the Company or any of its Subsidiaries; 8. The incurrence by the Company or any of its Subsidiaries, whether directly or indirectly, of any indebtedness for borrowed money or capital leases in any calendar quarter in excess of $1,000,000; 9. Any agreement or arrangement, written or oral, to pay any director, officer, agent or employee of the Company or any of its Subsidiaries $200,000 or more on an annual basis or any loan, lease, contract or other transaction with any employee of the Company or any of its Subsidiaries with an annual salary in excess of $200,000 or with any director or officer of the Company or any member of any such Person's Immediate Family; 10. The making of, or commitment to make, any capital expenditures involving a payment or liability in any one year of $1,000,000 or more in the aggregate by the Company or any of its Subsidiaries; 11. The initiation of any bankruptcy proceeding, dissolution or liquidation of the Company or any of its Subsidiaries; and 12. The entering into any contract, agreement or understanding to do any of the foregoing. Notwithstanding the foregoing, any amendment, modification, waiver or termination of the Management Agreement shall require the affirmative vote or consent of a majority of the Board of Directors (excluding Messrs. Vento and Xxxxxxxx).

Required Votes. (a) All actions of the Board of Directors ----------- ------- --- -------------- of the Company shall require the vote of at least a majority of the entire Board of Directors, unless otherwise required by Law, the Restated Certificate, the Restated By-Laws, the Joint Venture Stockholders' Agreement or this Agreement. (b) None of the following transactions or actions shall be entered into or taken by the Company, unless (i) voted for or consented to by the vote of at least three (3) of the five (5) directors designated pursuant to Sections 1.1(a) and (d) and six (6) of the eight (8) directors designated pursuant to Sections 1.1(b), (c) and (e) of the Board of Directors of the Corporation. 1. The sale, transfer, assignment or other disposition of any material portion of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business; 2. The merger, combination or consolidation of the Company or any of its Subsidiaries with or into any other entity, regardless of whether the Company or any such Subsidiary is the surviving entity in any such merger, combination or consolidation, the acquisition of any businesses by the Corporation, the formation of any partnership or joint venture involving the Company, or the liquidation, dissolution or winding up of the Company or any of its Subsidiary; 3. Any offering or issuance of additional shares of Preferred Stock, Voting Preference Stock or Common Stock of, or any other securities or ownership interests in, the Company or any of its Subsidiaries, including, without limitation, warrants, options or other rights convertible or exchangeable into Preferred Stock, Voting Preference Stock or Common Stock of, or other securities or ownership interests in, the Company or any of its Subsidiaries except as contemplated by the Securities Purchase Agreement or the declaration of any dividends thereon. 4. The repurchase by the Company of any Company Stock (other than shares of Class A Voting Common Stock or Series E Preferred Stock purchased from former employees of the Company); 5. The authorization or adoption of any amendment to the Restated Certificate, Restated By-laws or any constituent document of the Company or any of its Subsidiaries; 6. The hiring or termination of any executive officer of the Company; 7. The approval of, or amendment to, any operating or capital budget of the Company or any of its Subsidiaries; 8. The incurrence by the Company or any of its Subsidiaries, whether directly or indirectly, of any indebtedness for borrowed money or capital leases in any calendar quarter in excess of $1,000,000; 9. Any agreement or arrangement, written or oral, to pay any director, officer, agent or employee of the Company or any of its Subsidiaries $200,000 or more on an annual basis or any loan, lease, contract or other transaction with any employee of the Company or any of its Subsidiaries with an annual salary in excess of $200,000 or with any director or officer of the Company or any member of any such Person's Immediate Family; 10. The making of, or commitment to make, any capital expenditures involving a payment or liability in any one year of $1,000,000 or more in the aggregate by the Company or any of its Subsidiaries; 11. The initiation of any bankruptcy proceeding, dissolution or liquidation of the Company or any of its Subsidiaries; and 12. The entering into any contract, agreement or understanding to do any of the foregoing. Notwithstanding the foregoing, any amendment, modification, waiver or termination of the Management Agreement shall require the affirmative vote or consent of a majority of the Board of Directors (excluding Messrs. Vento and Xxxxxxxx).

Required Votes. (a) All actions of the Board of Directors ----------- -------------- of the -------------- Company shall require the vote of at least a majority of the entire Board of Directors, unless otherwise required by Law, the Restated Certificate, the Restated By-Laws, the Joint Venture Stockholders' Agreement Laws or this Agreement. (b) None of the following transactions or actions shall be entered into or taken by the Company, unless (i) voted for or consented to by the vote of at least three (3) of the five (5) directors designated pursuant to Sections 1.1(a3.1(a) and (d) and six (6) of the eight (8) directors designated pursuant to Sections 1.1(b3.1(b), (c) and (e) of the Board of Directors of the Corporation. 1. (i) The sale, transfer, assignment or other disposition of any material portion of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business; 2. (ii) The merger, combination or consolidation of the Company or any of its Subsidiaries with or into any other entity, regardless of whether the Company or any such Subsidiary is the surviving entity in any such merger, combination or consolidation, the acquisition of any businesses by the Corporation, the formation of any partnership or joint venture involving the Company, or the liquidation, dissolution or winding up of the Company or any of its Subsidiary; 3. (iii) Any offering or issuance of additional shares of Preferred Stock, Voting Preference Stock or Common Stock of, or any other securities or ownership interests in, the Company or any of its Subsidiaries, including, without limitation, warrants, options or other rights convertible or exchangeable into Preferred Stock, Voting Preference Stock or Common Stock of, or other securities or ownership interests in, the Company or any of its Subsidiaries except as contemplated by the Securities Purchase Agreement or the declaration of any dividends thereon. 4. (iv) The repurchase by the Company of any Company Stock (other than shares of Class A Voting Common Stock or Series E Preferred Stock purchased from former employees of the Company); 5. (v) The authorization or adoption of any amendment to the Restated Certificate, Restated By-laws or any constituent document of the Company or any of its Subsidiaries; 6. (vi) The hiring or termination of any executive officer of the Company; 7. (vii) The approval of, or amendment to, any operating or capital budget of the Company or any of its Subsidiaries; 8. (viii) The incurrence by the Company or any of its Subsidiaries, whether directly or indirectly, of any indebtedness for borrowed money or capital leases in any calendar quarter in excess of $1,000,000; 9. (ix) Any agreement or arrangement, written or oral, to pay any director, officer, agent or employee of the Company or any of its Subsidiaries $200,000 or more on an annual basis or any loan, lease, contract or other transaction with any employee of the Company or any of its Subsidiaries with an annual salary in excess of $200,000 or with any director or officer of the Company or any member of any such Person's Immediate Family; 10. (x) The making of, or commitment to make, any capital expenditures involving a payment or liability in any one year of $1,000,000 or more in the aggregate by the Company or any of its Subsidiaries; 11. (xi) The initiation of any bankruptcy proceeding, dissolution or liquidation of the Company or any of its Subsidiaries; and 12. (xii) The entering into any contract, agreement or understanding to do any of the foregoing. Notwithstanding the foregoing, any amendment, modification, waiver or termination of the Management Agreement shall require the affirmative vote or consent of a majority of the Board of Directors (excluding Messrs. Vento and Xxxxxxxx).

Required Votes. (a) All actions of the Board of Directors ----------- -------------- of the Company -------------- shall require the vote of at least a majority of the entire Board of Directors, unless otherwise required by Law, the Restated Certificate, the Restated By-Laws, the Joint Venture Stockholders' Agreement Laws or this Agreement. (b) None of the following transactions or actions shall be entered into or taken by the Company, unless (i) voted for or consented to by the vote of at least three two-thirds (32/3) of the five (5) directors designated pursuant to Sections 1.1(a) and (d) and six (6) of the eight (8) directors designated pursuant to Sections 1.1(b), (c) and (e) members of the Board of Directors of the CorporationCorporation (counting the Directors designated pursuant to Section 3.1(e)(ii) as one Director for such purposes); provided, however, that actions contemplated by -------- ------- Section 3.6(b)(xii) shall in lieu of the foregoing require the affirmative vote or consent of two-thirds (2/3) of the Board of Directors (excluding Messrs. Vento and Xxxxxxxx and the Directors designated pursuant to Section 3.1(e)(ii)) as well as the affirmative vote or consent of the directors designated pursuant to Section 3.1(d). 1. (i) The sale, transfer, assignment or other disposition of any material portion of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business; 2. (ii) The merger, combination or consolidation of the Company or any of its Subsidiaries with or into any other entity, regardless of whether the Company or any such Subsidiary is the surviving entity in any such merger, combination or consolidation, the acquisition of any businesses by the Corporation, the formation of any partnership or joint venture involving the Company, or the liquidation, dissolution or winding up of the Company or any of its Subsidiary; 3. (iii) Any offering or issuance of additional shares of Preferred Stock, Voting Preference Stock or Common Stock of, or any other securities or ownership interests in, the Company or any of its Subsidiaries, including, without limitation, warrants, options or other rights convertible or exchangeable into Preferred Stock, Voting Preference Stock or Common Stock of, or other securities or ownership interests in, the Company or any of its Subsidiaries except as contemplated by the Securities Purchase Agreement or the declaration of any dividends thereon. 4. (iv) The repurchase by the Company of any Company Stock (other than shares of Class A Voting Common Stock or Series E Preferred Stock purchased from former employees of the Company); 5. (v) The authorization or adoption of any amendment to the Restated Certificate, Restated By-By- laws or any constituent document of the Company or any of its Subsidiaries; 6. The hiring or termination of any executive officer of the Company; 7. The approval of, or amendment to, any operating or capital budget of the Company or any of its Subsidiaries; 8. The incurrence by the Company or any of its Subsidiaries, whether directly or indirectly, of any indebtedness for borrowed money or capital leases in any calendar quarter in excess of $1,000,000; 9. Any agreement or arrangement, written or oral, to pay any director, officer, agent or employee of the Company or any of its Subsidiaries $200,000 or more on an annual basis or any loan, lease, contract or other transaction with any employee of the Company or any of its Subsidiaries with an annual salary in excess of $200,000 or with any director or officer of the Company or any member of any such Person's Immediate Family; 10. The making of, or commitment to make, any capital expenditures involving a payment or liability in any one year of $1,000,000 or more in the aggregate by the Company or any of its Subsidiaries; 11. The initiation of any bankruptcy proceeding, dissolution or liquidation of the Company or any of its Subsidiaries; and 12. The entering into any contract, agreement or understanding to do any of the foregoing. Notwithstanding the foregoing, any amendment, modification, waiver or termination of the Management Agreement shall require the affirmative vote or consent of a majority of the Board of Directors (excluding Messrs. Vento and Xxxxxxxx).

Required Votes. (a) All actions of the Board of Directors ----------- -------------- of the Company shall require the vote of at least a majority of the entire Board of Directors, unless otherwise required by Law, the Restated Certificate, the Restated By-Laws, the Joint Venture Stockholders' Agreement Laws or this Agreement. (b) None of the following transactions or actions shall be entered into or taken by the Company, unless (i) voted for or consented to by the vote of at least three two-thirds (32/3) of the five (5) directors designated pursuant to Sections 1.1(a) and (d) and six (6) of the eight (8) directors designated pursuant to Sections 1.1(b), (c) and (e) members of the Board of Directors of the CorporationCorporation (counting the Directors designated pursuant to Section 3.1(e)(ii) as one Director for such purposes); provided, however, that actions contemplated by Section 3.6(b)(xii) shall in lieu of the foregoing require the affirmative vote or consent of two-thirds (2/3) of the Board of Directors (excluding Messrs. Vento and Xxxxxxxx and the Directors designated pursuant to Section 3.1(e)(ii)) as well as the affirmative vote or consent of the directors designated pursuant to Section 3.1(d). 1. (i) The sale, transfer, assignment or other disposition of any material portion of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business; 2. (ii) The merger, combination or consolidation of the Company or any of its Subsidiaries with or into any other entity, regardless of whether the Company or any such Subsidiary is the surviving entity in any such merger, combination or consolidation, the acquisition of any businesses by the Corporation, the formation of any partnership or joint venture involving the Company, or the liquidation, dissolution or winding up of the Company or any of its Subsidiary; 3. (iii) Any offering or issuance of additional shares of Preferred Stock, Voting Preference Stock or Common Stock of, or any other securities or ownership interests in, the Company or any of its Subsidiaries, including, without limitation, warrants, options or other rights convertible or exchangeable into Preferred Stock, Voting Preference Stock or Common Stock of, or other securities or ownership interests in, the Company or any of its Subsidiaries except as contemplated by the Securities Purchase Agreement or the declaration of any dividends thereon. 4. (iv) The repurchase by the Company of any Company Stock (other than shares of Class A Voting Common Stock or Series E Preferred Stock purchased from former employees of the Company); 5. (v) The authorization or adoption of any amendment to the Restated Certificate, Restated By-laws or any constituent document of the Company or any of its Subsidiaries; 6. (vi) The hiring or termination of any executive officer of the CompanyCompany other than the Other Stockholders; 7. (vii) The approval of, or amendment to, any operating or capital budget of the Company or any of its Subsidiaries; 8. (viii) The incurrence by the Company or any of its Subsidiaries, whether directly or indirectly, of any indebtedness for borrowed money or capital leases in any calendar quarter in excess of $1,000,000; 9. (ix) Any agreement or arrangement, written or oral, to pay any director, officer, agent or employee of the Company or any of its Subsidiaries $200,000 or more on an annual basis or any loan, lease, contract or other transaction with any employee of the Company or any of its Subsidiaries with an annual salary in excess of $200,000 or with any director or officer of the Company or any member of any such Person's Immediate Family; 10. (x) The making of, or commitment to make, any capital expenditures involving a payment or liability in any one year of $1,000,000 or more in the aggregate by the Company or any of its Subsidiaries; 11. (xi) The initiation of any bankruptcy proceeding, dissolution or liquidation of the Company or any of its Subsidiaries; (xii) Any amendment, modification, waiver or termination of the Management Agreement or either of the Employment Agreements; and 12. (xiii) The entering into any contract, agreement or understanding to do any of the foregoing. Notwithstanding the foregoing, any amendment, modification, waiver or termination of the Management Agreement shall require the affirmative vote or consent of a majority of the Board of Directors (excluding Messrs. Vento and Xxxxxxxx).

Required Votes. (a) All actions of the Board of Directors ----------- -------------- of the Company shall require the vote of at least a majority of the entire Board of Directors, unless otherwise required by Law, the Restated Certificate, the Restated By-Laws, the Joint Venture Stockholders' Agreement Laws or this Agreement. (b) None of the following transactions or actions shall be entered into or taken by the Company, unless (i) voted for or consented to by the vote of at least three (3) of the five (5) directors designated pursuant to Sections 1.1(a3.1(a) and (dc) and four (4) of the six (6) of the eight (8) votes cast by directors designated pursuant to Sections 1.1(b), (c3.1(b) and (e) of the Board of Directors of the Corporationd). 1. (i) The sale, transfer, assignment or other disposition of any material portion of the assets of the Company or any of its Subsidiaries other than in the ordinary course of business; 2. (ii) The merger, combination or consolidation of the Company or any of its Subsidiaries with or into any other entity, regardless of whether the Company or any such Subsidiary is the surviving entity in any such merger, combination or consolidation, the acquisition of any businesses by the Corporation, the formation of any partnership or joint venture involving the Company, or the liquidation, dissolution or winding up of the Company or any of its Subsidiary; 3. (iii) Any offering or issuance of additional shares of Preferred Stock, Voting Preference Stock or Common Stock of, or any other securities or ownership interests in, the Company or any of its Subsidiaries, including, without limitation, warrants, options or other rights convertible or exchangeable into Preferred Stock, Voting Preference Stock or Common Stock of, or other securities or ownership interests in, the Company or any of its Subsidiaries except as contemplated by the Securities Purchase Agreement or the declaration of any dividends thereon.; 4. (iv) The repurchase by the Company of any Company Stock (other than shares of Class A Voting Common Stock or Series E Preferred Stock purchased from former employees of the Company); 5. (v) The authorization or adoption of any amendment to the Restated Certificate, Restated By-laws or any constituent document of the Company or any of its Subsidiaries; 6. (vi) The hiring or termination of any executive officer of the Company; 7. (vii) The approval of, or amendment to, any operating or capital budget of the Company or any of its Subsidiaries; 8. (viii) The incurrence by the Company or any of its Subsidiaries, whether directly or indirectly, of any indebtedness for borrowed money or capital leases in any calendar quarter in excess of $1,000,000; 9. (ix) Any agreement or arrangement, written or oral, to pay any director, officer, agent or employee of the Company or any of its Subsidiaries $200,000 or more on an annual basis or any loan, lease, contract or other transaction with any employee of the Company or any of its Subsidiaries with an annual salary in excess of $200,000 or with any director or officer of the Company or any member of any such Person's Immediate Family; 10. (x) The making of, or commitment to make, any capital expenditures involving a payment or liability in any one year of $1,000,000 or more in the aggregate by the Company or any of its Subsidiaries; 11. (xi) The initiation of any bankruptcy proceeding, dissolution or liquidation of the Company or any of its Subsidiaries; and 12. (xii) The entering into any contract, agreement or understanding to do any of the foregoing. Notwithstanding the foregoing, any amendment, modification, waiver or termination of the Management Agreement or the Employment Agreements shall require the affirmative vote or consent of a majority of the Board of Directors (excluding Messrs. Vento Xxxxxxx, Xxxxxx and Xxxxxxxx).