Common use of Consent Rights Clause in Contracts

Consent Rights. For so long as the Investor Parties own in the aggregate, a number of shares of Common Stock and Preferred Stock which together represent at least ten percent (10%) of the total number of shares of Common Stock issued and outstanding and issuable upon conversion of the Preferred Stock (with each share of Preferred Stock deemed to represent the number of shares of Common Stock such share of Preferred Stock issuable upon conversion of such share of Preferred Stock at such time of determination (without regard to any restrictions on conversion)), the Company will not, without first obtaining the written consent or affirmative vote of the Majority Investor Parties, take any of the following actions: (i) liquidate, dissolve or wind-up the Company (whether voluntary or involuntary), (ii) amend, modify, supplement or repeal any provision of the Certificate of Incorporation or Bylaws that would have a material adverse effect on any right, preference, privilege or voting power of the Series A Preferred Shares or the holders thereof (provided, that for the avoidance of doubt, any amendment, modification, supplement or repeal any provision of the Certificate of Incorporation or Bylaws that would have the effect of limiting, restricting, delaying or prohibiting any rights of the Investor Parties, including modification of the nomination rights set forth in Section 3.3, shall constitute a material adverse effect on the rights, preferences, privileges and voting power of the Series A Preferred Shares or the holders thereof), (iii) change the size of the Board; (iv) enter into, amend, modify or supplement any agreement, transaction, commitment or arrangement with any Related Party, except for customary employment arrangements and benefit programs; or (v) agree to take any of the foregoing actions.

Consent Rights. For In addition to any rights that the holders of Series A Preferred Shares may have pursuant to the DGCL, for so long as (x) any Series A Preferred Shares are outstanding and (y) the Investor Parties own in the aggregate, a number of shares of Common Stock and Preferred Stock which together represent Percentage is at least ten percent (10%) of the total number of shares of Common Stock issued and outstanding and issuable upon conversion of the Preferred Stock (with each share of Preferred Stock deemed to represent the number of shares of Common Stock such share of Preferred Stock issuable upon conversion of such share of Preferred Stock at such time of determination (without regard to any restrictions on conversion)), the Company Corporation will not, without first obtaining the written consent or affirmative vote of the Series A Preferred Majority Investor PartiesHolders, voting separately as a class, take any of the following actions: (i) liquidate, dissolve or wind-up the Company Corporation (whether voluntary or involuntary), (ii) amend, modify, supplement or repeal any provision of the Certificate of Incorporation or Bylaws that would have a material adverse effect on any right, preference, privilege or voting power of the Series A Preferred Shares or the holders thereof (providedit being understood that, that for the avoidance of doubt, any amendment, modification, modification or supplement or repeal any provision of to the Certificate of Incorporation (including as a result of new certificate of designation) to create, authorize, designate or Bylaws that issue any equity securities of the Corporation senior to or pari passu with the Series A Preferred Shares would have the effect of limiting, restricting, delaying or prohibiting any rights of the Investor Parties, including modification of the nomination rights set forth in Section 3.3, shall constitute a material adverse effect on the rights, preferences, privileges and and/or voting power of the Series A Preferred Shares or the holders thereof), (iii) change the size of the Board; (iv) enter into, amend, modify or supplement any agreement, transaction, commitment or arrangement with any Related Party, except for customary employment arrangements and benefit programs; or (v) agree to take any of the foregoing actions.

Consent Rights. For In addition to any rights that the holders of Series A Preferred Shares may have pursuant to the DGCL or as provided in the Securities Purchase Agreement, for so long as the Investor Parties own in the aggregate, a number of shares of Common Stock and Preferred Stock which together represent Purchaser holds at least ten percent (10%) of the total number of shares of Common Stock issued and outstanding and issuable upon conversion of the Preferred Stock (with each share of Preferred Stock deemed to represent the number of shares of Preferred Stock and/or an equivalent number of shares of Underlying Common Stock (as adjusted for stock splits reverse stock splits, stock dividends, and similar actions affecting such share of Preferred Stock issuable upon conversion of such share of Preferred Stock at such time of determination (without regard Stock, as applicable) equal to any restrictions on conversion))the Minimum Ownership Condition, the Company Corporation will not, without first obtaining the written consent or affirmative vote of the Series A Preferred Majority Investor PartiesHolders, voting separately as a class, take any of the following actions: (i) liquidate, dissolve or wind-up the Company Corporation (whether voluntary or involuntary), (ii) amend, modify, supplement or repeal any provision of the Certificate of Incorporation Incorporation, this Certificate of Designation, or the Bylaws in a manner that would have a material adverse effect on any right, preference, privilege or voting power of the Series A Preferred Shares or the holders thereof (providedit being understood that, that for the avoidance of doubt, any amendment, modification, modification or supplement or repeal any provision of to the Certificate of Incorporation (including as a result of any new certificate of designation) to create, authorize, designate or Bylaws that issue any equity securities of the Company senior to or pari passu with the Series A Preferred Shares would have the effect of limiting, restricting, delaying or prohibiting any rights of the Investor Parties, including modification of the nomination rights set forth in Section 3.3, shall constitute a material adverse effect on the rights, preferences, privileges and and/or voting power of the Series A Preferred Shares or the holders thereof), (iii) change the size of the Board; Board (iv) enter into, amend, modify or supplement any agreement, transaction, commitment or arrangement with any Related Party, except for customary employment arrangements and benefit programsother than as required by this Certificate of Designation); or (viv) agree to take any of the foregoing actions. The Company shall, and shall cause its Subsidiaries to, comply with the terms of the Securities Purchase Agreement, including, without limitation, Section 6.4 thereof.