C3 Consent Sample Clauses

C3 Consent. Notwithstanding any provision of the Certificate, Bylaws, or this Agreement to the contrary, the Directors shall not take any of the following actions without the prior written consent of C3: (a) make any amendment to the Certificate, Bylaws, or this Agreement; (b) make, consent to, approve, cause, or permit any amendment to the charter or bylaws of any Company Group member; (c) make an assignment for the benefit of the Company’s creditors, or admit in writing the Company’s inability to pay its debts as they become due, or file a voluntary petition in bankruptcy, or file any petition or answer seeking for the Company any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief, or file any answer admitting or not contesting the material allegations of a petition filed against the Company in any such proceedings, or seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of the Company or of all or any substantial part (20% or more) of the properties of the Company; (d) approve or consent to any Company Group member making an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts as they become due, or file a voluntary petition in bankruptcy, or filing any petition or answer seeking for any Company Group member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief, or filing any answer admitting or not contesting the material allegations of a petition filed against any Company Group member in any such proceedings, or seeking or consenting to or acquiescing in the appointment of any trustee, receiver, or liquidator of any Company Group member or of all or any substantial part (20% or more) of the properties of any Company Group member; (e) approve any redemption or repurchase of Shares; (f) approve any payment of dividends or other distributions; (g) approve the issuance of Shares or other capital stock of the Company or any Company Group member; (h) approve the incurrence of new indebtedness in excess of $100,000.00; or (i) enter into, agree to, or otherwise undertake any transaction with any Affiliate of Company, except for transactions disclosed in or contemplated by the Securities Purchase Agreement.