Common use of Restrictions on Certain Corporate Actions Clause in Contracts

Restrictions on Certain Corporate Actions. The Company shall not, and shall not permit any of its subsidiaries to, directly or indirectly, take any of the following actions without the approval of the Board, including a majority of the Investor Designees: (a) change the size of the Board to a number of directors other than seven (7) or otherwise alter or change the Company's By-Laws; (b) declare or pay dividends or make other distributions on the capital stock of the Company; (c) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Common Stock or any series of Preferred Stock; PROVIDED, HOWEVER, that this restriction does not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Company or any subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment or other provision of services to the Company; (d) approve any material change in the Company's principal line of business or business plan; (e) approve or enter into any agreement to which any officer, director, employee or stockholder of the Company is directly or indirectly a party or beneficiary (other than the payment of salary or related compensation in the ordinary course of business or any compensation approved by the Compensation Committee of the Board), including any employee benefit, bonus or stock plan if such will provide more benefits than are then provided to such person; (f) grant any individual options in excess of 1% of the issued and outstanding shares of Common Stock of the Company or change the Company's stock option plan to increase the number of options thereunder to an amount greater than 10% of the outstanding shares of Common Stock; (g) terminate or approve the hiring or termination of the Company's Chief Executive Officer or the Chief Financial Officer or any other officer of equivalent or senior status; (h) approve the Company's annual and periodic budgets and business plans; (i) incur any indebtedness in excess of $500,000 individually or $2,000,000 in the aggregate (j) enter into any agreement, contract or other financial commitment in excess of $1,000,000 individually or in the aggregate; (k) permit to exist any mortgage, deed of trust, pledge, security interest, assignment, charge, encumbrance, lien or other type of preferential arrangement on any property of the Company with a value in excess of $1,000,000; (l) effect any transaction described in Section 2(b) of the Company's Certificate of Designation, or effect any reclassification or recapitalization of the outstanding capital stock of the Company; and (m) issue any press releases or marketing materials or make any other written public announcement or disclosure concerning the Company, except where not practicable if immediate disclosure is required under applicable law.

Restrictions on Certain Corporate Actions. The Company shall not, and shall not permit any Except with the affirmative vote of its subsidiaries to, directly or indirectly, take any of the following actions without the approval of the Board, including a majority of the Investor DesigneesBoard (which majority must include the affirmative vote of the Series F Purchasers' Designee, the BG Media Designee and either the Keystone Designee or the Apex Designee (or such other existing director designated by BG Media if either Keystone or Apex is no longer represented on the Board (the "BG MEDIA REPLACEMENT DESIGNEE")) on the actions specified in clauses (l) through (p) below), the Board will not: (a) change Amend the size Certificate of the Board to a number of directors other than seven (7) Incorporation or otherwise alter or change the Company's By-Laws; (b) declare or pay dividends or make other distributions on the capital stock laws of the Company; (cb) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) Issue any share or additional shares of Common Stock capital stock or any series securities convertible into shares of Preferred Stock; PROVIDEDcapital stock, HOWEVERor options, that this restriction does not apply to warrants or other commitments for the repurchase issuance of shares of Common capital stock or such securities (other than pursuant to the Company's 1995 Stock from employeesIncentive Plan, officersas in effect on the date hereof); (c) Retire, directorsredeem or otherwise repurchase, consultants directly or indirectly, any share of the capital stock or other persons performing services for the Company or any subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost upon the occurrence equity securities of certain events, such as the termination of employment or other provision of services to the Company; (d) approve Enter into any material change agreement, commitment or plan of merger, reorganization or consolidation which would result in the Company's principal line issuance of business any shares of the capital stock of the Company or business planwhich would result in a disposition of any shares of the capital stock of the Company held or owned by any Stockholder; (e) approve Create, incur, or assume or suffer to exist, or guarantee, endorse or otherwise become directly or contingently liable for, any indebtedness or other obligation in excess of $75,000 with respect to any single obligation or permit the aggregate amount of such indebtedness or obligation outstanding at any given time to exceed $250,000; (f) Sell, assign, lease or otherwise dispose of any of the Company's material assets; (g) Declare or pay any dividends, in cash or property; (h) Increase or enter into any agreement or arrangement to which increase the aggregate annual base compensation of any officer, director, director or employee or stockholder of the Company to any amount greater than $150,000; (i) Commence, or cause to be commenced, any bankruptcy, reorganization, debt arrangement or proceeding under any bankruptcy or insolvency law, or any disposition or liquidation proceeding; (j) File a registration statement, under the Securities Act of 1933, as amended, with respect to any securities of the Company, except pursuant to the Third Amended and Restated Registration Rights Agreement of even date herewith by and among the parties hereto; (k) Enter into or materially amend any contract, agreement or other arrangement with any officer, employee, director or holder of at least 5% of the Company's outstanding voting stock; (l) Commence any business not directly related to the present (or presently proposed) business of the Company; (m) Increase or decrease the size of the Board except as is directly or indirectly a party or beneficiary necessary to elect the Series F Purchasers' Designee, the BG Media Designee, the Keystone Designee, the Apex Designee, the Company Designee and the Founder Designees to which the Series F Purchasers, BG Media, Keystone, Apex and the Founders, respectively, are entitled pursuant to Sections 1.01, 1.02, 1.03, 1.04 and 1.05 hereof, subject to Section 1.06(a) hereof; (n) Approve the Company's annual budgets, business plan and marketing plans; (o) Approve compensation matters related to the Company's Chairman of the Board and President and Chief Executive Officer; or (p) Approve any other than the payment of salary or related compensation matter not in the ordinary course of business or any compensation approved by the Compensation Committee of the Board), including any employee benefit, bonus or stock plan if such will provide more benefits than are then provided to such person; (f) grant any individual options in excess of 1% of the issued and outstanding shares of Common Stock of the Company or change the Company's stock option plan to increase the number of options thereunder to an amount greater than 10% of the outstanding shares of Common Stock; (g) terminate or approve the hiring or termination of the Company's Chief Executive Officer or the Chief Financial Officer or any other officer of equivalent or senior status; (h) approve the Company's annual and periodic budgets and business plans; (i) incur any indebtedness in excess of $500,000 individually or $2,000,000 in the aggregate (j) enter into any agreement, contract or other financial commitment in excess of $1,000,000 individually or in the aggregate; (k) permit to exist any mortgage, deed of trust, pledge, security interest, assignment, charge, encumbrance, lien or other type of preferential arrangement on any property of the Company with a value in excess of $1,000,000; (l) effect any transaction described in Section 2(b) of the Company's Certificate of Designation, or effect any reclassification or recapitalization of the outstanding capital stock of the Company; and (m) issue any press releases or marketing materials or make any other written public announcement or disclosure concerning the Company, except where not practicable if immediate disclosure is required under applicable lawbusiness.

Restrictions on Certain Corporate Actions. The Company shall not, and shall not permit any of its subsidiaries to, directly or indirectly, take any of the following actions without the approval of the Board, including a majority of the Investor Designees: (aA) change the size of the Board to a number of directors other than seven (7) or otherwise alter or change the Company's By-Laws; (bB) declare or pay dividends or make other distributions on the capital stock of the Company; (cC) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Common Stock or any series of Preferred Stock; PROVIDEDprovided, HOWEVERhowever, that this restriction does not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Company or any subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment or other provision of services to the Company; (dD) approve any material change in the Company's principal line of business or business plan; (eE) approve or enter into any agreement to which any officer, director, employee or stockholder of the Company is directly or indirectly a party or beneficiary (other than the payment of salary or related compensation in the ordinary course of business or any compensation approved by the Compensation Committee of the Board), including any employee benefit, bonus or stock plan if such will provide more benefits than are then provided to such person; (fF) grant any individual options in excess of 1% of the issued and outstanding shares of Common Stock of the Company or change the Company's stock option plan to increase the number of options thereunder to an amount greater than 10% of the outstanding shares of Common Stock; (gG) terminate or approve the hiring or termination of the Company's Chief Executive Officer or the Chief Financial Officer or any other officer of equivalent or senior status; (hH) approve the Company's annual and periodic budgets and business plans; (iI) incur any indebtedness in excess of $500,000 individually or $2,000,000 in the aggregate (jJ) enter into any agreement, contract or other financial commitment in excess of $1,000,000 individually or in the aggregate; (kK) permit to exist any mortgage, deed of trust, pledge, security interest, assignment, charge, encumbrance, lien or other type of preferential arrangement on any property of the Company with a value in excess of $1,000,000; (lL) effect any transaction described in Section 2(b) of the Company's Certificate of Designation, or effect any reclassification or recapitalization of the outstanding capital stock of the Company; and (mM) issue any press releases or marketing materials or make any other written public announcement or disclosure concerning the Company, except where not practicable if immediate disclosure is required under applicable law.

Restrictions on Certain Corporate Actions. The Company shall not(a) So long as any shares of Redeemable Preferred Stock are outstanding, and shall STAC will not permit any of its subsidiaries to, directly or indirectly, take any of the following actions without first obtaining the approval of the Board, including a majority of the Investor DesigneesRequired Preferred Holders: (ai) change amend, supplement, modify, terminate or waive any provision of STAC’s Charter or Bylaws, or any other agreement entered into with respect to the size capital stock or equity securities of the Board to a number of directors other than seven (7) or otherwise alter or change the Company's By-LawsSTAC; (bii) authorize, create or modify any of the terms of any of the classes of STAC’s securities including the Redeemable Preferred Stock; (iii) authorize, create or issue, or obligate itself to issue, any other equity security, including any other security (equity or non-equity) convertible into or exercisable or exchangeable for any equity security having a preference over, or being on a parity with, Series A Redeemable Preferred Stock with respect to dividends, liquidation, redemption or voting; (iv) declare or pay any dividends or make other any distributions on the upon any of its capital stock of the Companyor other equity securities; (cv) redeem, purchase or otherwise acquire (or pay into repurchase any of STAC’s capital stock or set aside for a sinking fund for such purpose) any share or shares of Common Stock or any series of Preferred Stockother equity securities, except in connection with the Consolidation, as described in the Securities Purchase Agreement; PROVIDEDprovided, HOWEVERhowever, that this restriction does not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Company STAC or any subsidiary pursuant to agreements under which the Company STAC has the option to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment or other provision of services to the CompanySTAC; (d) approve any material change in the Company's principal line of business or business plan; (e) approve or enter into any agreement to which any officer, director, employee or stockholder of the Company is directly or indirectly a party or beneficiary (other than the payment of salary or related compensation in the ordinary course of business or any compensation approved by the Compensation Committee of the Board), including any employee benefit, bonus or stock plan if such will provide more benefits than are then provided to such person; (f) grant any individual options in excess of 1% of the issued and outstanding shares of Common Stock of the Company or change the Company's stock option plan to increase the number of options thereunder to an amount greater than 10% of the outstanding shares of Common Stock; (g) terminate or approve the hiring or termination of the Company's Chief Executive Officer or the Chief Financial Officer or any other officer of equivalent or senior status; (h) approve the Company's annual and periodic budgets and business plans; (ivi) incur any liabilities, obligations, including guarantees, or indebtedness in excess of $500,000 150,000 individually, or if individually or less than $2,000,000 in the aggregate (j) enter into any agreement150,000, contract or other financial commitment in excess of $1,000,000 individually or 300,000 in the aggregate; (kvii) issue any notes or debt securities containing equity features, or any capital stock or other equity securities; (viii) permit to exist any mortgage, deed of trust, pledge, security interest, assignment, charge, encumbrance, lien or other type of preferential arrangement Lien on any property of the Company STAC with a value in excess of $1,000,000100,000; (lix) effect any merger, consolidation or reorganization of STAC with or into any other entity, or sell all or substantially all of STAC’s assets, in each case other than in connection with a Liquidity Event; (x) acquire or dispose of, in a single transaction described or a series of transactions, any business or assets with an aggregate value in Section 2(bexcess of $500,000; (xi) effect any liquidation, dissolutions, bankruptcy or winding up of the Company's Certificate of Designation, STAC or effect any reclassification reorganization of STAC into a partnership, limited liability company or recapitalization other non-corporate entity which is treated as a partnership for federal income tax purposes; (xii) set the annual compensation of the outstanding chief executive officer, president and chief financial officer of STAC; (xiii) appoint or dismiss the chief executive officer, president or chief financial officer of STAC; (xiv) make investments in, acquire any stock, assets or the business of or enter into any joint venture; (xv) effect a material change to the accounting or other reporting policies of STAC, or appoint or dismiss STAC’s independent auditing firm; (xvi) materially alter or change the lines of business of STAC; (xvii) enter into any material agreement, transaction, commitment or arrangement with any of its officers, directors, senior executives, principal stockholders or affiliates, unless such arrangement is in the ordinary course of STAC’s business and is at arm’s length; (xviii) adopt the annual operating budget of STAC or make any material alteration thereto; (xix) adopt the annual capital stock spending plan of STAC or make any material alteration thereto; (xx) increase or decrease the size of the CompanyBoard of Directors; and (mxxi) issue any press releases or marketing materials or make any other written public announcement or disclosure concerning the Company, except where not practicable if immediate disclosure is required under applicable lawacts requiring a protective stockholder vote.

Restrictions on Certain Corporate Actions. The So long as any shares of Preferred Stock are outstanding and prior to the Liquidity Date, the Company shall not, and shall will not permit any of its subsidiaries to, directly or indirectly, take any of the following actions without first obtaining the approval of the BoardCDP Investor, including so long as it remains a Holder, and the holders of at least a majority of Shares, calculated on the Investor Designeesbasis of the number of shares of Common Stock constituting the Shares on a fully diluted basis, held by all the Holders: (a) change increase the size of the Board of Directors of the Company to a number of directors other than members in excess of seven (7) or otherwise alter or change the Company's By-Laws); (b) declare sell or pay dividends dispose of all or make other distributions on the capital stock substantially all of the Company's assets or any of its assets with a book value in excess of US$250,000 in respect of any one transaction or in excess of an aggregate of US$500,000 in any one financial year, provided, however, that such approval shall not be required in the event such sale or disposal is in connection with a Qualifying Sale or sales in the ordinary course of business; (c) redeemincrease, purchase reduce, split, consolidate (reverse split) or otherwise acquire (cancel its authorised or pay issued share capital, issue or grant any option over any shares or securities convertible into or set aside exchangeable for a sinking fund for such purpose) any share or shares of Common Stock (except than by redemption or any series of Preferred Stock; PROVIDED, HOWEVER, that this restriction does not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants cover conversions or other persons performing services for the Company or any subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost upon the occurrence any of certain events, such as the termination of employment or other provision of services to the Company; (d) approve any material change in the Company's principal line of business or business plan; (e) approve or enter into any agreement to which any officer, director, employee or stockholder of the Company is directly or indirectly a party or beneficiary (other than the payment of salary or related compensation in the ordinary course of business or any compensation approved by the Compensation Committee of the Board2001 Stock Option/Stock Issuance Plan and Employee Stock Purchase Plan), including any employee benefit, bonus or stock plan if such will provide more benefits than are then provided to such person; (f) issue or grant any individual options in excess of 1% of other option over its unissued share capital, or list the issued and outstanding shares of Common Stock of the Company or change on any stock exchange, provided, however, that such approval shall not be required in the event any such action occurs in connection with a Qualifying Offering; and provided, further, that all Holders by executing this Agreement are consenting to the reverse split of the Company's stock option plan to increase the number of options thereunder to an amount greater than 10% outstanding Common Stock as contemplated under Section 7.14 of the outstanding shares of Common StockSeries 4-A Purchase Agreement; (gd) terminate or approve the hiring or termination of the Company's Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or President, provided, however, that such approval shall not be required in the Chief Financial Officer or event any other officer of equivalent or senior statussuch termination is in connection with a Qualifying Sale; (he) approve increase the aggregate number of Common Stock that may be issued under the Company's annual stock option and periodic budgets stock issuance plans to an amount greater than 18.5% of the total issued and business plansoutstanding share capital of the Company (calculated on the basis of the number of shares of Common Stock on a fully diluted basis, assuming full conversion and exercise of all outstanding convertible, exchangeable and exercisable securities, including without limitation securities granted under any employee share option plan), as of the time that is immediately after the First Closing (as defined under the Series 4-A Purchase Agreement) or if a Second Closing (as defined under the Series 4-A Purchase Agreement) occurs, then immediately after the Second Closing; (if) incur cease any indebtedness material business in excess which the Company or its subsidiaries are currently involved (a "Current Business"), materially change any of $500,000 individually its Current Businesses or $2,000,000 materially engage in any business other than a Current Business (the Company will be deemed, without limitation, to have "materially engaged" in a business if it invests more than US$250,000 in the aggregateaggregate in such business); or 13NEXT PAGE (jg) enter into any agreement, contract or other financial commitment in excess of $1,000,000 individually or in amend the aggregate; (k) permit to exist any mortgage, deed of trust, pledge, security interest, assignment, charge, encumbrance, lien or other type of preferential arrangement on any property terms of the Company with a value in excess Certificate of $1,000,000; (l) effect any transaction described in Section 2(b) Designation of the Company's Series 4-A Preferred Stock (the "Series 4-A Certificate of Designation, or effect any reclassification or recapitalization of the outstanding capital stock of the Company; and (m) issue any press releases or marketing materials or make any other written public announcement or disclosure concerning the Company, except where not practicable if immediate disclosure is required under applicable law").

Restrictions on Certain Corporate Actions. The So long as any shares of Preferred Stock are outstanding and prior to the Liquidity Date, the Company shall not, and shall will not permit any of its subsidiaries to, directly or indirectly, take any of the following actions without first obtaining the approval of the BoardCDP Investor, including so long as it remains a Holder, and the holders of at least a majority of Shares, calculated on the Investor Designeesbasis of the number of shares of Common Stock constituting the Shares on a fully diluted basis, held by all the Holders: (a) change increase the size of the Board of Directors of the Company to a number of directors other than members in excess of seven (7) or otherwise alter or change the Company's By-Laws); (b) declare sell or pay dividends dispose of all or make other distributions on the capital stock substantially all of the Company's assets or any of its assets with a book value in excess of US$250,000 in respect of any one transaction or in excess of an aggregate of US$500,000 in any one financial year, provided, however, that such approval shall not be required in the event such sale or disposal is in connection with a Qualifying Sale or sales in the ordinary course of business; (c) redeemincrease, purchase reduce, split, consolidate (reverse split) or otherwise acquire (cancel its authorised or pay issued share capital, issue or grant any option over any shares or securities convertible into or set aside exchangeable for a sinking fund for such purpose) any share or shares of Common Stock (except than by redemption or any series of Preferred Stock; PROVIDED, HOWEVER, that this restriction does not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants cover conversions or other persons performing services for the Company or any subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost upon the occurrence any of certain events, such as the termination of employment or other provision of services to the Company; (d) approve any material change in the Company's principal line of business or business plan; (e) approve or enter into any agreement to which any officer, director, employee or stockholder of the Company is directly or indirectly a party or beneficiary (other than the payment of salary or related compensation in the ordinary course of business or any compensation approved by the Compensation Committee of the Board2001 Stock Option/Stock Issuance Plan and Employee Stock Purchase Plan), including any employee benefit, bonus or stock plan if such will provide more benefits than are then provided to such person; (f) issue or grant any individual options in excess of 1% of other option over its unissued share capital, or list the issued and outstanding shares of Common Stock of the Company or change on any stock exchange, provided, however, that such approval shall not be required in the event any such action occurs in connection with a Qualifying Offering; and provided, further, that all Holders by executing this Agreement are consenting to the reverse split of the Company's stock option plan to increase the number of options thereunder to an amount greater than 10% outstanding Common Stock as contemplated under Section 7.14 of the outstanding shares of Common StockSeries 4-A Purchase Agreement; (gd) terminate or approve the hiring or termination of the Company's Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or President, provided, however, that such approval shall not be required in the Chief Financial Officer or event any other officer of equivalent or senior statussuch termination is in connection with a Qualifying Sale; (he) approve increase the aggregate number of Common Stock that may be issued under the Company's annual stock option and periodic budgets stock issuance plans to an amount greater than 18.5% of the total issued and business plansoutstanding share capital of the Company (calculated on the basis of the number of shares of Common Stock on a fully diluted basis, assuming full conversion and exercise of all outstanding convertible, exchangeable and exercisable securities, including without limitation securities granted under any employee share option plan), as of the time that is immediately after the First Closing (as defined under the Series 4-A Purchase Agreement) or if a Second Closing (as defined under the Series 4-A Purchase Agreement) occurs, then immediately after the Second Closing; (if) incur cease any indebtedness material business in excess which the Company or its subsidiaries are currently involved (a "CURRENT BUSINESS"), materially change any of $500,000 individually its Current Businesses or $2,000,000 materially engage in any business other than a Current Business (the Company will be deemed, without limitation, to have "MATERIALLY ENGAGED" in a business if it invests more than US$250,000 in the aggregateaggregate in such business); or (jg) enter into any agreement, contract or other financial commitment in excess of $1,000,000 individually or in amend the aggregate; (k) permit to exist any mortgage, deed of trust, pledge, security interest, assignment, charge, encumbrance, lien or other type of preferential arrangement on any property terms of the Company with a value in excess Certificate of $1,000,000; (l) effect any transaction described in Section 2(b) Designation of the Company's Certificate of Designation, or effect any reclassification or recapitalization of Series 4-A Preferred Stock (the outstanding capital stock of the Company; and (m) issue any press releases or marketing materials or make any other written public announcement or disclosure concerning the Company, except where not practicable if immediate disclosure is required under applicable law"SERIES 4-A CERTIFICATE OF DESIGNATION").

Restrictions on Certain Corporate Actions. The So long as any shares of Preferred Stock are outstanding and prior to the Liquidity Date, the Company shall not, and shall will not permit any of its subsidiaries to, directly or indirectly, take any of the following actions without first obtaining the approval of the BoardCDP Investor, including so long as it remains a Holder, and the holders of at least a majority of Shares, calculated on the Investor Designeesbasis of the number of shares of Common Stock constituting the Shares on a fully diluted basis, held by all the Holders: (a) change increase the size of the Board of Directors of the Company to a number of directors other than members in excess of seven (7) or otherwise alter or change the Company's By-Laws); (b) declare sell or pay dividends dispose of all or make other distributions on the capital stock substantially all of the Company's assets or any of its assets with a book value in excess of US$250,000 in respect of any one transaction or in excess of an aggregate of US$500,000 in any one financial year, provided, however, that such approval shall not be required in the event such sale or disposal is in connection with a Qualifying Sale or sales in the ordinary course of business; (c) redeemincrease, purchase reduce, split, consolidate (reverse split) or otherwise acquire (cancel its authorized or pay issued share capital, issue or grant any option over any shares or securities convertible into or set aside exchangeable for a sinking fund for such purpose) any share or shares of Common Stock (except than by redemption or any series of Preferred Stock; PROVIDED, HOWEVER, that this restriction does not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants cover conversions or other persons performing services for the Company or any subsidiary pursuant to agreements under which the Company has the option to repurchase such shares at cost upon the occurrence any of certain events, such as the termination of employment or other provision of services to the Company; (d) approve any material change in the Company's principal line of business or business plan; (e) approve or enter into any agreement to which any officer, director, employee or stockholder of the Company is directly or indirectly a party or beneficiary (other than the payment of salary or related compensation in the ordinary course of business or any compensation approved by the Compensation Committee of the Board2001 Stock Option/Stock Issuance Plan and Employee Stock Purchase Plan), including any employee benefit, bonus or stock plan if such will provide more benefits than are then provided to such person; (f) issue or grant any individual options in excess of 1% of other option over its unissued share capital, or list the issued and outstanding shares of Common Stock of the Company or change on any stock exchange, provided, however, that such approval shall not be required in the event any such action occurs in connection with a Qualifying Offering; and provided, further, that all Holders by executing this Agreement are consenting to the reverse split of the Company's stock option plan to increase the number of options thereunder to an amount greater than 10% outstanding Common Stock as contemplated under Section 7.14 of the outstanding shares of Common StockSeries 4-A Purchase Agreement; (gd) terminate or approve the hiring or termination of the Company's Chief Executive Officer, Chief Financial Officer, Chief Operating Officer or President, provided, however, that such approval shall not be required in the Chief Financial Officer or event any other officer of equivalent or senior statussuch termination is in connection with a Qualifying Sale; (he) approve increase the aggregate number of Common Stock that may be issued under the Company's annual stock option and periodic budgets stock issuance plans to an amount greater than 18.5% of the total issued and business plansoutstanding share capital of the Company (calculated on the basis of the number of shares of Common Stock on a fully diluted basis, assuming full conversion and exercise of all outstanding convertible, exchangeable and exercisable securities, including without limitation securities granted under any employee share option plan), as of the time that is immediately after the First Closing (as defined under the Series 4-A Purchase Agreement) or if a Second Closing (as defined under the Series 4-A Purchase Agreement) occurs, then immediately after the Second Closing; (if) incur cease any indebtedness material business in excess which the Company or its subsidiaries are currently involved (a "CURRENT BUSINESS"), materially change any of $500,000 individually its Current Businesses or $2,000,000 materially engage in any business other than a Current Business (the Company will be deemed, without limitation, to have "MATERIALLY ENGAGED" in a business if it invests more than US$250,000 in the aggregateaggregate in such business); or (jg) enter into any agreement, contract or other financial commitment in excess of $1,000,000 individually or in amend the aggregate; (k) permit to exist any mortgage, deed of trust, pledge, security interest, assignment, charge, encumbrance, lien or other type of preferential arrangement on any property terms of the Company with a value in excess Certificate of $1,000,000; (l) effect any transaction described in Section 2(b) Designation of the Company's Certificate of Designation, or effect any reclassification or recapitalization of Series 4-A Preferred Stock (the outstanding capital stock of the Company; and (m) issue any press releases or marketing materials or make any other written public announcement or disclosure concerning the Company, except where not practicable if immediate disclosure is required under applicable law"SERIES 4-A CERTIFICATE OF DESIGNATION").