Common use of Unanimous Stockholder Approval Rights Clause in Contracts

Unanimous Stockholder Approval Rights. Other than as expressly contemplated by the Exchange Agreement or this Agreement, without the prior written consent of the Unanimous Significant Investors, the Company shall not: (a) up to and including the fourth anniversary of the date of the Exchange Agreement, consummate, or permit any Subsidiary of the Company 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 less than $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) incur, and shall not permit any of its Subsidiaries to incur, any indebtedness for borrowed money in an aggregate principal amount (excluding obligations with respect to capital leases) on a consolidated basis that would exceed four and one-half (4.5) times the Adjusted EBITDA for the immediately preceding twelve-month period; (c) sell or otherwise dispose of (by sale of assets or stock, merger or otherwise) any of its properties or assets, or permit any of its Subsidiaries to sell or otherwise dispose of (by sale of assets or stock, merger or otherwise) any of its properties or assets, for a sale price in excess of $50 million in a single transaction or a series of related transactions; (d) enter into, or permit any of its Subsidiaries to enter into, any transaction with an Affiliate of the Company, other than on an arm’s length basis; (e) amend, alter or repeal any provision of the Certificate of Incorporation or By-laws of the Company; (f) change the domicile of the Company from the United States of America; (g) make any material change in the accounting policies of the Company (to the extent such change would require the approval of the Board); (h) repurchase or redeem (or permit any Subsidiary of the Company to purchase) any shares of capital stock (or securities convertible into, or exchangeable or exercisable for capital stock) held by an Investor, other than in connection with a repurchase or redemption of shares held by all of the Investors on a pro rata basis according to the number of Shares owned by each Investor; (i) amend or modify the terms of the Tranche A Loan, Tranche C Loan or Tranche D Loan; or (j) enter into an agreement, or permit any Subsidiary of the Company to enter into an agreement, to do any of the foregoing.