Restrictions on Certain Corporate Actions. From and after the date hereof to the IPO Date, the Corporation agrees that, so long as Canada Beneficially Owns at least 5% of the aggregate number of shares of Common Stock then issued and outstanding, without the prior written consent of Canada, the Corporation will not take any action to effectuate any of the following: (a) a sale of all or substantially all of the assets of the Corporation (by merger or otherwise); (b) any voluntary liquidation, dissolution or winding up of the Corporation; or (c) an issuance of Common Stock at a price per share less than fair market value, as determined in good faith by the Board of Directors (other than pursuant to an employee benefit plan).
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Samples: Stockholders Agreement, Stockholders Agreement (General Motors Co), Stockholders Agreement (General Motors Co)
Restrictions on Certain Corporate Actions. From and after the date hereof to the IPO Date, the Corporation agrees that, so long as Canada Beneficially Owns at least 5% of the aggregate number of shares of Common Stock then issued and outstanding, without the prior written consent of Canada, the Corporation will not take any action to effectuate any of the following:
(a) a sale of all or substantially all of the assets of the Corporation (by merger or otherwise);
(b) any voluntary liquidation, dissolution or winding up of the Corporation; or
(c) an issuance of Common Stock at a price per share less than fair market value, as determined in good faith by the Board of Directors (other than pursuant to an employee benefit benefits plan).
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