Common use of CONSENSUS MATTERS Clause in Contracts

CONSENSUS MATTERS. The Company shall not proceed with any of the following matters unless a director designated by each Group is among the directors approving the matter as provided in Section 6(a): (i) a Transaction Resulting in a Change of Interest or a Transfer of all or substantially all of the assets of the Company or any Subsidiary other than as contemplated in Section 6(b)(v) or 6(b)(vi), or any fundamental change in the nature of the business of such company; (ii) any transaction with any person or entity having a significant relationship with any Shareholder Party, other than on a reasonably arms' length basis; (iii) the appointment or removal of the independent auditors of the Company or any Subsidiary, which should, in any case, be an internationally recognized accounting firm; (iv) the issuing of any securities other than for fair value, or the taking of any action that creates, increases or reduces a preference for one or more, but not all, series or classes of capital stock of the Company or any Subsidiary; (v) increases or decreases in the size of the Board of Directors in a manner that affects the rights of representation set forth in this Agreement; (vi) incurring any debt, granting any guarantee, transferring assets or permitting any Encumbrance thereon, or acting as a surety or guarantor for any third party, in any such case other than for fair value received; (vii) making stock repurchases or other distributions other than on a prorata basis; (viii) taking any action that would amend, modify or restate the Articles of Incorporation or Bylaws of the Company or any Subsidiary or entering into any voting or management agreement regarding the governance of any Subsidiary other than to effect a transaction expressly provided for in Section 6(b); and (ix) the determination to cease to be a reporting company under the provisions of the United States Securities and Exchange Act of 1934, as amended.