Common use of Major Actions Clause in Contracts

Major Actions. In addition to any voting requirements contained in the Certificate of Incorporation or the Bylaws (or similar governing documents) of the Company or any of its Subsidiaries, the following actions shall not be taken by the Company or any of its Subsidiaries, directly or indirectly (whether by merger, consolidation or otherwise), including any proposal by the Board to put to the vote of the stockholders of the Company with respect thereto, without the prior written consent of the GA Stockholder for so long as the GA Stockholder Beneficially Owns shares of Common Stock representing at least 25% of the Common Stock then outstanding: (a) any acquisition or disposition where aggregate consideration is greater than $200,000,000 in a single transaction or series of related transactions; (b) any transaction in which any Person or group acquires more than 50% of the then outstanding capital stock of the Company or the power to elect a majority of the members of the Board; (c) any incurrence or refinancing of Indebtedness of the Company and its Subsidiaries to the extent such incurrence or refinancing would result in the Company and its Subsidiaries having Indebtedness in excess of $250,000,000 in the aggregate; (d) hiring or termination of the chief executive officer of the Company; (e) any increase or decrease in the size of the Board; or (f) any reorganization, recapitalization, voluntary bankruptcy, liquidation, dissolution or winding-up.