Common use of Certain Approval Rights Clause in Contracts

Certain Approval Rights. The Company shall not, without the consent of Investor at the time of such proposed action, (a) amend, alter or repeal any provision of the Restated Certificate of Incorporation or Bylaws of the Company, or file any certificate of designation relating to any preferred stock; (b) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber substantially all of the property or business of the Company, (d) purchase, lease or otherwise acquire all or substantially all of the properties or assets of any other corporation or entity (whether through the purchase of stock or assets); (e) merge or consolidate with or into any other corporation, corporations, entity or entities; (f) voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or dissolution or transaction in the nature of a partial liquidation or dissolution; (g) issue any shares of Common Stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, Common Stock (other than issuances of Common Stock upon the exercise of outstanding options or future awards granted pursuant to the 1996 Plan or adopt any new stock option plan or stock appreciation plan, amend any stock option or stock appreciation plan or amend or reprice any award or grant thereunder or (h) incur any indebtedness (other than accounts payable arising in the ordinary course of business) except as permitted, at the time of such incurrence, by the Company's then existing credit facility as amended or restated at such time; provided, however, that the supermajority voting requirements provided for in this Section 4.9 shall terminate on the first date that Investor and its Permitted Transferees beneficially own in the aggregate less than 75% of their Initial Common Holdings.

Certain Approval Rights. The Company shall not, without the prior written ---- ----------------------- consent of Investor at the time of such proposed actionInvestors, (a) amend, alter or repeal any provision of the Restated Certificate of Incorporation Incorporation, as amended, or Bylaws of the Company, or file any certificate of designation relating to any preferred stock; (b) create, authorize, or reclassify any authorized stock of the Company into, or increase the authorized amount of, any class or series of the Company's capital stock ranking prior to or on a parity with Series A Preferred Stock as to dividends or distributions upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any security convertible into or exchange for, or any option, warrant or right to purchase, shares of such a class or series; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber substantially all of the property or business of the Company, (d) purchase, lease or otherwise acquire all or substantially all of the properties or assets of any other corporation or entity person (whether through the purchase of stock or assets); (e) merge or consolidate with or into any other corporation, corporations, entity or entitiesperson; (f) voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or dissolution or transaction in the nature of a partial liquidation or dissolution; (g) increase the authorized number of shares of common stock of any class or preferred stock of the Company; (h) issue any shares of Common Stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, Common Stock (other than except such issuances of Common capital stock or options, warrants or rights that do not constitute Additional Stock upon under the exercise Certificates of outstanding options or future awards granted pursuant to the 1996 Plan or adopt any new stock option plan or stock appreciation plan, amend any stock option or stock appreciation plan or amend or reprice any award or grant thereunder Designation) or (hi) incur any indebtedness (other than accounts payable arising in excess of the ordinary course of business) except as permitted, at available indebtedness under the time of such incurrence, by the Company's then existing credit facility as amended or restated at such timeof the Company; provided, -------- however, that the supermajority voting requirements provided for in approval rights of the Investors under this Section 4.9 4.13 shall ------- terminate on the first date that Investor (i) (A) the Investors and its Permitted Transferees their affiliates together beneficially own in the aggregate less than 7515% of the Total -26- Xxxxxxxxxxx Xxxxxx Xhares and (B) the Investors together are not the largest single stockholder of the Company or (ii) the Investors and their Initial affiliates together beneficially own less than 10% of the Total Outstanding Common HoldingsShares.

Certain Approval Rights. The Company shall not, without the prior written ---- ----------------------- consent of Investor at the time of such proposed actionInvestors, (a) amend, alter or repeal any provision of the Restated Certificate of Incorporation Incorporation, as amended, or Bylaws of the Company, or file any certificate of designation relating to any preferred stock; (b) create, authorize, or reclassify any authorized stock of the Company into, or increase the authorized amount of, any class or series of the Company's capital stock ranking prior to or on a parity with Series A Preferred Stock as to dividends or distributions upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any security convertible into or exchange for, or any option, warrant or right to purchase, shares of such a class or series; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber substantially all of the property or business of the Company, (d) purchase, lease or otherwise acquire all or substantially all of the properties or assets of any other corporation or entity person (whether through the purchase of stock or assets); (e) merge or consolidate with or into any other corporation, corporations, entity or entitiesperson; (f) voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or dissolution or transaction in the nature of a partial liquidation or dissolution; (g) increase the authorized number of shares of common stock of any class or preferred stock of the Company; (h) issue any shares of Common Stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, Common Stock (other than except such issuances of Common capital stock or options, warrants or rights that do not constitute Additional Stock upon under the exercise Certificates of outstanding options or future awards granted pursuant to the 1996 Plan or adopt any new stock option plan or stock appreciation plan, amend any stock option or stock appreciation plan or amend or reprice any award or grant thereunder Designation) or (hi) incur any indebtedness (other than accounts payable arising in excess of the ordinary course of business) except as permitted, at available indebtedness under the time of such incurrence, by the Company's then existing credit facility as amended or restated at such timeof the Company; provided, -------- however, that the supermajority voting requirements provided for in approval rights of the Investors under this Section 4.9 4.13 shall ------- terminate on the first date that Investor (i) (A) the Investors and its Permitted Transferees their affiliates together beneficially own in the aggregate less than 7515% of the Total Xxxxxxxxxxx Xxxxxx Shares and (B) the Investors together are not the largest single stockholder of the Company or (ii) the Investors and their Initial affiliates together beneficially own less than 10% of the Total Outstanding Common HoldingsShares.

Certain Approval Rights. The Company shall not, without the consent of Investor the Required Directors (as defined below) at the time of such proposed action, (a) amend, alter or repeal any provision of the Restated Certificate of Incorporation or Bylaws of the Company, or file any certificate of designation relating to any preferred stock; (b) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber any of the capital stock of Leisegang Medical, Inc. or Optical Filter Corporation, or sell all or substantially all of the property or business of either of those corporations, whether or not they constitute all or substantially all of the property or business of the Company, (d) purchase, lease or otherwise acquire all or substantially all of the properties or assets of any other corporation or entity (whether through the purchase of stock or assets); (e) merge or consolidate with or into any other corporation, corporations, entity or entities; (f) voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or dissolution or transaction in the nature of a partial liquidation or dissolution; (g) issue any shares of Common Stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, Common Stock (other than issuances of Common Stock upon the exercise of outstanding options or future awards granted pursuant to a Stock Option Plan or pursuant to the 1996 Plan Stock Purchase Plan) or adopt any new stock option plan Stock Option Plan or stock appreciation planStock Appreciation Plan, amend any stock option or stock appreciation plan Stock Option Plan or amend or reprice any award or grant thereunder or (h) incur any indebtedness (other than accounts payable arising in the ordinary course of business) except as permitted, at the time of such incurrence, by the Company's then existing credit facility as amended or restated at such time; provided, however, that the supermajority voting requirements provided for in this Section 4.9 4.10 shall terminate on the first date that Investor and its Permitted Transferees beneficially own in the aggregate less than 7598% of their Initial Common Holdings. On or before the Closing Date, the Company shall take such action as is necessary to cause the Bylaws of the Company to be amended so as to permit, pursuant to Section 141(b) of the Delaware General Corporation Law, the supermajority voting requirements of this Section 4.10, and to ensure that, so long as this Section 4.10 shall be in effect, the provision in the Bylaws as so amended relating to such voting requirements may not be amended without the affirmative vote of the Required Directors. "Required Directors" means that number of directors of the Company's Board of Directors equal to the quotient obtained by dividing (x) five times the number of directors constituting all directors at the time of such determination by (y) seven, and, if such quotient is not a whole number, rounding such quotient up to the nearest whole number so that, for example, if the number of all directors on the board is seven, the number of Required Directors would be five, and if the number of all directors is nine, the number of Required Directors would be seven.