Common use of Requirement for Consent Clause in Contracts

Requirement for Consent. The Company and its Subsidiaries shall not, and the ▇▇▇▇ Investors (and their permitted transferees) shall cause the Company and its Subsidiaries not to, take any of the following actions except pursuant to the prior written consent of the Dow Investor, if, in case of the actions described in paragraph (i) to (iv) below, would have a disproportionate adverse effect on the Dow Investor as compared to the ▇▇▇▇ Investors: (i) Amend any of the rights attaching to any Equity Securities; (ii) Create, consolidate, sub-divide, issue (other than in compliance with Section 9 (Preemptive Rights)) convert, redeem, purchase or cancel any Equity Securities or reduce the share capital of the Company; (iii) Amend or restate any of the provisions of the Articles; (iv) (i) Dissolve, liquidate or wind up the Company or any of its Subsidiaries or (ii) commence a voluntary proceeding seeking reorganization or other similar relief; (v) Enter into any agreement, arrangement or transaction with the Company or any of its Subsidiaries, on the one hand, and any Investor or Affiliate of an Investor on the other hand which are not on arm’s-length financial and economic terms; (vi) Take any other action if such action would have a materially disproportionate adverse effect on the Dow Investor as compared to the ▇▇▇▇ Investors; or (vii) Agree or commit to any of the foregoing (i)-(vi).