Significant Actions. In addition to any vote required by applicable law, the bylaws shall provide that so long as this Agreement remains effective, the following actions ("Significant Actions") will not be taken by or on behalf of Micro without the written approval of Approving Family Stockholders, acting in their sole discretion, holding at least a majority of the Approving Voting Power held by all of the Approving Family Stockholders: (i) any sale or other disposition or transfer of all or substantially all of the assets of Micro (considered together with its subsidiaries); (ii) any merger, consolidation or share exchange involving Micro, other than mergers effected for administrative reasons of subsidiaries owned at least 90% by Micro which under applicable law can be effected without stockholder approval; (iii) any issuance (or transfer from treasury) of additional equity, convertible securities, warrants or options with respect to the capital stock of Micro, or any of its subsidiaries, or the adoption of any additional equity plans by or on behalf of Micro or any of its subsidiaries except for (A) options granted or stock sold in the ordinary course of business pursuant to plans approved by the Family Stockholders, and (B) the issuance of Micro Common Shares valued at Fair Market Value in acquisitions as to which no approval is required under subsection (iv) of this Section or as to which approval has been obtained under subsection (iv) of this Section; (iv) any acquisition by or on behalf of Micro or one of its subsidiaries involving a total aggregate consideration in excess of 10% of Micro's stockholders' equity calculated in accordance with generally accepted accounting principles for the most recent quarter for which financial information is available (after taking into account the amount of any indebtedness for borrowed money to be assumed or discharged by Micro or any of its subsidiaries and any amounts required to be contributed, invested or borrowed by Micro or any of its subsidiaries if such contribution, investment or borrowing is reasonably contemplated by Micro to be necessary within 12 months after the date of the acquisition); (v) guaranteeing indebtedness of an entity other than a subsidiary of Micro exceeding 5% of Micro's stockholders' equity calculated in accordance with generally accepted accounting principles for the most recent quarter for which financial information is available; (vi) incurrence of indebtedness by Micro after the consummation of the initial public offering of Micro Common Shares (other than indebtedness incurred after the initial public offering of Micro which renews or replaces a previously existing facility so long as the aggregate amount of indebtedness is not increased) in a transaction which could be reasonably expected to reduce Micro's investment rating lower than one grade below the ratings of Micro by ▇▇▇▇▇'▇ Investors Service ("▇▇▇▇▇'▇"), ▇▇▇▇▇ Investors Service, L.P. ("Fitch") or Standard & Poor's Rating Group ("Standard & Poor's") immediately following the initial public offering, but in any event incurrence of indebtedness by Micro after the consummation of the initial public offering which could be reasonably expected to reduce such investment rating lower than Baa by ▇▇▇▇▇'▇; BBB- by Fitch; or BBB- by Standard & Poor's; and
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Significant Actions. In addition to any vote required by applicable law, the bylaws shall provide that so long as this Agreement remains effective, the following actions ("Significant Actions") will not be taken by or on behalf of Micro without the written approval of Approving Family Stockholders, acting in their sole discretion, holding at least a majority of the Approving Voting Power held by all of the Approving Family Stockholders:
(i) any sale or other disposition or transfer of all or substantially all of the assets of Micro (considered together with its subsidiaries);
(ii) any merger, consolidation or share exchange involving Micro, other than mergers effected for administrative reasons of subsidiaries owned at least 90% by Micro which under applicable law can be effected without stockholder approval;
(iii) any issuance (or transfer from treasury) of additional equity, convertible securities, warrants or options with respect to the capital stock of Micro, or any of its subsidiaries, or the adoption of any additional equity plans by or on behalf of Micro or any of its subsidiaries except for (A) options granted or stock sold in the ordinary course of business pursuant to plans approved by the Family Stockholders, and (B) the issuance of Micro Common Shares valued at Fair Market Value in acquisitions as to which no approval is required under subsection (iv) of this Section or as to which approval has been obtained under subsection (iv) of this Section;
(iv) any acquisition by or on behalf of Micro or one of its subsidiaries involving a total aggregate consideration in excess of 10% of Micro's stockholders' equity calculated in accordance with generally accepted accounting principles for the most recent quarter for which financial information is available (after taking into account the amount of any indebtedness for borrowed money to be assumed or discharged by Micro or any of its subsidiaries and any amounts required to be contributed, invested or borrowed by Micro or any of its subsidiaries if such contribution, investment or borrowing is reasonably contemplated by Micro to be necessary within 12 months after the date of the acquisition);
(v) guaranteeing indebtedness of an entity other than a subsidiary of Micro exceeding 5% of Micro's stockholders' equity calculated in accordance with generally accepted accounting principles for the most recent quarter for which financial information is available;
(vi) incurrence of indebtedness by Micro after the consummation of the initial public offering of Micro Common Shares (other than indebtedness incurred after the initial public offering of Micro which renews or replaces a previously existing facility so long as the aggregate amount of indebtedness is not increased) in a transaction which could be reasonably expected to reduce Micro's investment rating lower than one grade below the ratings of Micro by ▇▇▇▇▇'▇ Investors Service ("▇▇▇▇▇'▇"), ▇▇▇▇▇ Investors Service, L.P. ("Fitch") or Standard & Poor's Rating Group ("Standard & Poor's") immediately following the initial public offering, but in any event incurrence of indebtedness by Micro after the consummation of the initial public offering which could be reasonably expected to reduce such investment rating lower than Baa by ▇▇▇▇▇'▇; BBB- by Fitch; or BBB- by Standard & Poor's; and
(vii) any other transaction having substantially the same effect as a transaction described in clauses (i) through (vi) of this Section 2.5.
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