Common use of Action by the Board of Directors Clause in Contracts

Action by the Board of Directors. (a) Except as provided herein, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be delegated to an Executive Committee pursuant to applicable law and Section 4.1(g). (b) As long as Williams, together with any and all of its Permitted Transferees, b▇▇▇▇▇▇▇▇lly owns in aggregate 40% or more of the Shares beneficially owned by Williams on the Effective Date, without the affirmative vote of eac▇ ▇▇ ▇▇▇ Williams Nominees, the Company shall not, and it shall cause each o▇ ▇▇▇ ▇▇bsidiaries not to, directly or indirectly, (i) incur a significant amount of Indebtedness in the aggregate (which for purposes of this clause (i), any amount in excess of $10 million in the aggregate shall be deemed to be significant); (ii) redeem, purchase or otherwise acquire for value, or set apart money or other property for any mandatory purchase or other similar fund for the redemption, purchase or acquisition of any shares of Common Stock or Junior Stock (as defined in the Certificates of Designations), except for the repurchase by the Company of up to 5% of the outstanding Common Stock of the Company outstanding on the Effective Date; (iii) declare or pay any dividend or make any distribution (whether in cash, shares of capital stock of the Company, or other property) on shares of Common Stock or Junior Stock; (iv) sell, lease, license or otherwise dispose of, in any single transaction or series of related transactions, a significant amount of the property and other assets of the Company, (v) amend, alter or repeal, in any manner whatsoever, the designations, preferences, privileges and relative rights and limitations and restrictions of the Series A Preferred Stock, (vi) increase or decrease the number of authorized shares of Common Stock or Preferred Stock, (vii) enter into any transaction which results, directly or indirectly, in the sale, merger, consolidation or corporate reorganization of, or other similar transaction involving, the Company, including, without limitation, any transaction which would result in a Change in Control (as defined in the Certificates of Designations) of the Company, (viii) create (by reclassification or otherwise), authorize or issue any new class or series of equity security having designations, preferences, privileges or rights senior to, or on parity with, the Series A Preferred Stock, (ix) create (by reclassification or otherwise), authorize or issue any class, series or shares of capital stock or other securities junior to the Series A Preferred Stock if such junior securities may be redeemed in any circumstance on or prior to the Final Redemption Date (as defined in the Certificates of Designations"), (x) amend, alter or repeal any of the provisions of the Charter Documents or the Certificates of Designations in a manner that would adversely affect the holders of the Series A Preferred Stock; (xi) adopt, and if adopted, amend or waive any provision of, a shareholder rights plan or similar plan or agreement, (xii) effect a voluntary liquidation, dissolution or winding up of the Company; or (xiii) voluntarily file for bankruptcy, or otherwise seek protection under any federal or state bankruptcy or similar law. (c) Until the 6th month anniversary of the date hereof, any termination of Nicholas Baletta's, Robert Davis' or Scott Klososky's employment by ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ut ▇▇▇▇▇ (▇▇ ▇efine▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇'s Retention Bonus Plan) shall require the affirmative vote of a majority of the Board of Directors. Notwithstanding anything to the contrary herein, the approval of the termination of such persons employment may not be delegated to a committee of the Board of Directors.

Action by the Board of Directors. (a) Except as provided hereinbelow, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be lawfully delegated to an Executive Committee pursuant to applicable law and Section 4.1(g4.1(f). (b) As long as Williams, together with any and all of its Permitted Transferees, b▇▇▇▇▇▇▇▇lly owns in aggregate 40% or more of the Shares beneficially owned by Williams on the Effective Date, without the affirmative vote of eac▇ ▇▇ ▇▇▇ Williams Nominees, the The Company shall not, and it shall cause each o▇ ▇▇▇ ▇▇bsidiaries of its Subsidiaries not to, take (or agree to take) any action regarding the following matters, directly or indirectly, including through a merger or consolidation with any other corporation or otherwise, without the affirmative vote of the Apollo Nominees: (i) incur a significant amount increase the number of Indebtedness in authorized shares of Preferred Stock or authorize the aggregate (which for purposes issuance or issue of this clause (i), any amount in excess shares of $10 million in the aggregate shall be deemed Preferred Stock other than to be significant)existing holders of Preferred Stock; (ii) issue any new class or series of equity security or issue any additional shares of Series A Preferred Stock; (iii) amend, alter or repeal, in any manner whatsoever, the designations, preferences and relative rights and limitations and restrictions of the Series C Preferred Stock; (iv) amend, alter or repeal any of the provisions of the Charter Documents or the Certificate of Designation in a manner that would negatively impact the holders of the Series C Preferred Stock, including (but not limited to) any amendment that is in conflict with the approval rights set forth in this Section 4.2; (v) directly or indirectly, redeem, purchase or otherwise acquire for valuevalue (including through an exchange), or set apart money or other property for any mandatory purchase or other similar analogous fund for the redemption, purchase or acquisition of any shares of Common Stock or Junior Stock (as defined in the Certificates Certificate of DesignationsDesignation), except for the repurchase by the Company of up to 5% of the outstanding Common Stock of the Company outstanding on the Effective Date; (iii) or declare or pay any dividend or make any distribution (whether in cash, shares of capital stock of the Company, or other property) on shares of Common Stock or Junior Stock; (ivvi) sell, lease, license cause the number of directors of the Company to be greater than eight (8); (vii) enter into any agreement or otherwise dispose of, arrangement with or for the benefit of any Person who is an Affiliate of the Company with a value in any excess of $5 million in a single transaction or series of related transactions, a significant amount of the property and other assets of the Company, (v) amend, alter or repeal, in any manner whatsoever, the designations, preferences, privileges and relative rights and limitations and restrictions of the Series A Preferred Stock, (vi) increase or decrease the number of authorized shares of Common Stock or Preferred Stock, (vii) enter into any transaction which results, directly or indirectly, in the sale, merger, consolidation or corporate reorganization of, or other similar transaction involving, the Company, including, without limitation, any transaction which would result in a Change in Control (as defined in the Certificates of Designations) of the Company, ; (viii) create (by reclassification or otherwise), authorize or issue any new class or series of equity security having designations, preferences, privileges or rights senior to, or on parity with, the Series A Preferred Stock, (ix) create (by reclassification or otherwise), authorize or issue any class, series or shares of capital stock or other securities junior to the Series A Preferred Stock if such junior securities may be redeemed in any circumstance on or prior to the Final Redemption Date (as defined in the Certificates of Designations"), (x) amend, alter or repeal any of the provisions of the Charter Documents or the Certificates of Designations in a manner that would adversely affect the holders of the Series A Preferred Stock; (xi) adopt, and if adopted, amend or waive any provision of, a shareholder rights plan or similar plan or agreement, (xii) effect a voluntary liquidation, dissolution or winding up of the Company; (ix) sell or agree to sell all or substantially all of the assets of the Company, unless such transaction (1) is a sale for cash and (2) results in an internal rate of return (“IRR”) to Apollo of 30% compounded quarterly or greater with respect to each Share issued to Apollo on August 5, 1998; or (xiiix) voluntarily file enter into any merger or consolidation or other business combination involving the Company (except a merger of a wholly-owned subsidiary of the Company into the Company in which the Company’s capitalization is unchanged as a result of such merger) unless such transaction (1) is for bankruptcycash and (2) results in an IRR to Apollo of 30% compounded quarterly or greater with respect to each Share issued to Apollo on August 5, or otherwise seek protection under any federal or state bankruptcy or similar law1998. (c) Until Notwithstanding the 6th month anniversary foregoing Section 4.2(b), if Apollo owns less than 2,982,817 Shares, the provisions of Section 4.2(b) shall cease to exist and shall be of no further force or effect. (d) While any shares of Series C Preferred Stock are outstanding, the Company shall not and it shall cause each of its Subsidiaries not to, issue any debt securities of the date hereof, Company with a value in excess of $10 million (including any termination refinancing of Nicholas Baletta's, Robert Davis' or Scott Klososky's employment by ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ut ▇▇▇▇▇ (▇▇ ▇efine▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇'s Retention Bonus Planexisting indebtedness) shall require without the majority affirmative vote of the Finance Committee. (e) While any shares of Series C Preferred Stock are outstanding, the Company shall not, and it shall cause each of its Subsidiaries not to, issue any equity securities of the Company with a value in excess of $10 million (including any refinancing of existing indebtedness) without the unanimous affirmative vote of the Finance Committee; provided, however, that the following equity issuances shall require only a majority affirmative vote of the Board Finance Committee: (A) an offering of Directors. Notwithstanding anything Common Stock in which the selling price is equal to or greater than the contrary hereinprice that would imply a 25% or greater IRR compounded quarterly on the Conversion Price (as defined in the Certificate of Designation) from August 5, 1998 and (B) an issuance of equity in connection with an acquisition if the approval issuance is equal to or less than 10% of the termination outstanding Common Stock (calculated post-issuance of such persons employment may not be delegated to a committee shares of the Board of DirectorsCommon Stock).

Action by the Board of Directors. (a) Except as provided hereinbelow, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be lawfully delegated to an Executive Committee pursuant to applicable law and Section 4.1(g4.1(f). (b) As long as Williams, together with any and all of its Permitted Transferees, b▇▇▇▇▇▇▇▇lly owns in aggregate 40% or more of the Shares beneficially owned by Williams on the Effective Date, without the affirmative vote of eac▇ ▇▇ ▇▇▇ Williams Nominees, the The Company shall not, and it shall cause each o▇ ▇▇▇ ▇▇bsidiaries of its Subsidiaries not to, take (or agree to take) any action regarding the following matters, directly or indirectly, including through a merger or consolidation with any other corporation or otherwise, without the affirmative vote of the Apollo Nominees: (i) incur a significant amount increase the number of Indebtedness in authorized shares of Preferred Stock or authorize the aggregate (which for purposes issuance or issue of this clause (i), any amount in excess shares of $10 million in the aggregate shall be deemed Preferred Stock other than to be significant)existing holders of Preferred Stock; (ii) issue any new class or series of equity security or issue any additional shares of Series A Preferred Stock; (iii) amend, alter or repeal, in any manner whatsoever, the designations, preferences and relative rights and limitations and restrictions of the Series C Preferred Stock; (iv) amend, alter or repeal any of the provisions of the Charter Documents or the Certificate of Designation in a manner that would negatively impact the holders of the Series C Preferred Stock, including (but not limited to) any amendment that is in conflict with the approval rights set forth in this Section 4.2; (v) directly or indirectly, redeem, purchase or otherwise acquire for valuevalue (including through an exchange), or set apart money or other property for any mandatory purchase or other similar analogous fund for the redemption, purchase or acquisition of any shares of Common Stock or Junior Stock (as defined in the Certificates Certificate of DesignationsDesignation), except for the repurchase by the Company of up to 5% of the outstanding Common Stock of the Company outstanding on the Effective Date; (iii) or declare or pay any dividend or make any distribution (whether in cash, shares of capital stock of the Company, or other property) on shares of Common Stock or Junior Stock; (ivvi) sell, lease, license cause the number of directors of the Company to be greater than eight (8); (vii) enter into any agreement or otherwise dispose of, arrangement with or for the benefit of any Person who is an Affiliate of the Company with a value in any excess of $5 million in a single transaction or series of related transactions, a significant amount of the property and other assets of the Company, (v) amend, alter or repeal, in any manner whatsoever, the designations, preferences, privileges and relative rights and limitations and restrictions of the Series A Preferred Stock, (vi) increase or decrease the number of authorized shares of Common Stock or Preferred Stock, (vii) enter into any transaction which results, directly or indirectly, in the sale, merger, consolidation or corporate reorganization of, or other similar transaction involving, the Company, including, without limitation, any transaction which would result in a Change in Control (as defined in the Certificates of Designations) of the Company, ; (viii) create (by reclassification or otherwise), authorize or issue any new class or series of equity security having designations, preferences, privileges or rights senior to, or on parity with, the Series A Preferred Stock, (ix) create (by reclassification or otherwise), authorize or issue any class, series or shares of capital stock or other securities junior to the Series A Preferred Stock if such junior securities may be redeemed in any circumstance on or prior to the Final Redemption Date (as defined in the Certificates of Designations"), (x) amend, alter or repeal any of the provisions of the Charter Documents or the Certificates of Designations in a manner that would adversely affect the holders of the Series A Preferred Stock; (xi) adopt, and if adopted, amend or waive any provision of, a shareholder rights plan or similar plan or agreement, (xii) effect a voluntary liquidation, dissolution or winding up of the Company; (ix) sell or agree to sell all or substantially all of the assets of the Company, unless such transaction (1) is a sale for cash and (2) results in an internal rate of return ("IRR") to Apollo of 30% compounded quarterly or greater with respect to each Share issued to Apollo on August 5, 1998; or (xiiix) voluntarily file enter into any merger or consolidation or other business combination involving the Company (except a merger of a wholly-owned subsidiary of the Company into the Company in which the Company's capitalization is unchanged as a result of such merger) unless such transaction (1) is for bankruptcycash and (2) results in an IRR to Apollo of 30% compounded quarterly or greater with respect to each Share issued to Apollo on August 5, or otherwise seek protection under any federal or state bankruptcy or similar law1998. (c) Until Notwithstanding the 6th month anniversary foregoing Section 4.2(b), if Apollo owns less than 2,982,817 Shares, the provisions of Section 4.2(b) shall cease to exist and shall be of no further force or effect. (d) While any shares of Series C Preferred Stock are outstanding, the Company shall not and it shall cause each of its Subsidiaries not to, issue any debt securities of the date hereof, Company with a value in excess of $10 million (including any termination refinancing of Nicholas Baletta's, Robert Davis' or Scott Klososky's employment by ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ut ▇▇▇▇▇ (▇▇ ▇efine▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇'s Retention Bonus Planexisting indebtedness) shall require without the majority affirmative vote of the Finance Committee. (e) While any shares of Series C Preferred Stock are outstanding, the Company shall not, and it shall cause each of its Subsidiaries not to, issue any equity securities of the Company with a value in excess of $10 million (including any refinancing of existing indebtedness) without the unanimous affirmative vote of the Finance Committee; provided, however, that the following equity issuances shall require only a majority affirmative vote of the Board Finance Committee: (A) an offering of Directors. Notwithstanding anything Common Stock in which the selling price is equal to or greater than the contrary hereinprice that would imply a 25% or greater IRR compounded quarterly on the Conversion Price (as defined in the Certificate of Designation) from August 5, 1998 and (B) an issuance of equity in connection with an acquisition if the approval issuance is equal to or less than 10% of the termination outstanding Common Stock (calculated post-issuance of such persons employment may not be delegated to a committee shares of the Board of DirectorsCommon Stock).

Action by the Board of Directors. (a) Except as provided hereinNotwithstanding anything to the -------------------------------- contrary in the bylaws of the Company, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee a committee of the Board of DirectorsBoard, to the extent such decisions may be lawfully delegated to an Executive Committee pursuant such committee. Prior to applicable law and Section 4.1(g). (b) As long as Williams, together with any and all the consummation of its Permitted Transferees, b▇▇▇▇▇▇▇▇lly owns in aggregate 40% or more of the Shares beneficially owned by Williams on the Effective Date, without the affirmative vote of eac▇ ▇▇ ▇▇▇ Williams Nomineesa Qualified IPO, the Company shall not, and it the Company shall cause each o▇ ▇▇▇ ▇▇bsidiaries of its subsidiaries not to, directly take (or indirectlyagree to take) any action regarding the following matters without the affirmative vote of a majority of the directors then in office and, if there is a Class B Director, the affirmative vote of the Class B Director: (a) any merger or consolidation of the Company or its successors or any subsidiary of the Company or its successors, other than (i) incur a significant amount of Indebtedness in any merger between the aggregate (which for purposes of this clause (i)Company and any direct or indirect wholly owned subsidiary, any amount in excess of $10 million in the aggregate shall be deemed to be significant); or between direct or indirect wholly owned subsidiaries, or (ii) redeem, any merger subject to the bring - along rights set forth in Section 6 hereof; (c) any entry into a line of business other than the sale or service of automobiles and other vehicles (whether by stock or asset purchase or otherwise acquire for value, otherwise) by the Company or set apart money or a subsidiary other property for any mandatory purchase or other similar fund for the redemption, purchase or acquisition than as a consequence of any shares of Common Stock or Junior Stock a Permitted Investment (as defined in the Certificates Purchase Agreement); (d) any acquisition of Designationsassets other than in the ordinary course of business (including the acquisition of any automotive dealership or all or substantially all of its assets), except for the repurchase by the Company of up pursuant to 5% of the outstanding Common Stock of the Company outstanding on the Effective Date; (iii) declare or pay any dividend or make any distribution (whether in cash, shares of capital stock of the Company, or other property) on shares of Common Stock or Junior Stock; (iv) sell, lease, license or otherwise dispose of, in any a single transaction or series of related transactions, a significant amount if the purchase price therefor (including any debt assumed in connection therewith) exceeds $4,000,000; (e) any adoption or material amendment of an employee or similar plan under which capital stock, or rights, options or warrants to acquire capital stock, of the property and Company or a subsidiary may be issued; (f) any issuance or sale of capital stock or rights, options or warrants to acquire capital stock of the Company or any subsidiary (other assets than (1) issuances by the Company pursuant to a Qualified IPO, (2) the issuance of capital stock of the Company or rights, options or warrants to acquire capital stock of the Company under employee stock option or stock purchase plans, (3) any such issuance or sale by a subsidiary to the Company or a wholly owned subsidiary of the Company, (v4) amend, alter or repeal, in the issuance of any manner whatsoever, the designations, preferences, privileges and relative rights and limitations and restrictions of the Series A Preferred Stock, (vi) increase or decrease the number of authorized shares of Common Stock upon the exercise or Preferred Stockconversion of any option, (vii) enter into any transaction which results, directly or indirectly, in the sale, merger, consolidation or corporate reorganization of, warrant or other similar transaction involvingconvertible security outstanding on the date hereof or issued hereafter in accordance with the terms of this Agreement; (g) declaration or payment of any dividend on, the Company, including, without limitation, any transaction which would result in a Change in Control (as defined in the Certificates of Designations) of the Company, (viii) create (by reclassification or otherwise), authorize or issue any new class or series of equity security having designations, preferences, privileges or rights senior distributions with respect to, or on parity with, the Series A Preferred Stock, (ix) create (by reclassification repur chase or otherwise), authorize or issue any class, series or shares redemption of capital stock or other securities junior to than (1) pro rata dividends on the Series A Preferred Common Stock if such junior securities may be redeemed in any circumstance paid from current earnings, (2) --- ---- payments of dividends on or prior to the Final Redemption Date repurchases of shares of wholly owned subsidiaries' capital stock or (as defined in the Certificates 3) repurchases of Designations")Common Stock held by bona ---- fide, (x) amend, alter or repeal any full-time employees of the provisions of the Charter Documents Company or the Certificates of Designations in a manner that would adversely affect the holders of the Series A Preferred Stock; its subsidiaries (xi) adopt, and if adopted, amend or waive any provision of, a shareholder rights plan or similar plan or agreement, (xii) effect a voluntary liquidation, dissolution or winding up of the Company; or (xiii) voluntarily file for bankruptcy, or otherwise seek protection under any federal or state bankruptcy or similar law. (c) Until the 6th month anniversary of the date hereof, any termination of Nicholas Baletta's, Robert Davis' or Scott Klososky's employment by other than ---- ▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇ut ▇▇▇▇▇ ) in connection with the death, disability or termination of such employees in accordance with the terms of any employee stock option or stock purchase plan, provided that the aggregate amount of -------- all such repurchases shall not exceed $250,000 per fiscal year; (▇▇ ▇efine▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇'s Retention Bonus Planh) shall require any amendment of the affirmative vote Charter Documents of the Company or any subsidiary, except as necessary to accommodate a majority Qualified IPO (i) any dissolution, liquidation or bankruptcy filing of the Company or any subsidiary; (j) any replacement of independent accountants; (k) any transaction with an Affiliate; (l) any increase or reduction in the number of authorized members of the Board or any creation of Directors. Notwithstanding anything to the contrary herein, the approval or appointment of the termination of such persons employment may not be delegated members to a committee of the Board Board, or any direct or indirect payment to, or on behalf of, any member of Directorssuch board, as compensation for serving thereon or as a member of any committee thereof (other than reimbursement of expenses in accordance with Section 3.8 hereof).

Action by the Board of Directors. (a1) Except as provided herein, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be delegated to an Executive Committee pursuant to applicable law and Section 4.1(g). (b2) As long as Williams▇▇▇▇▇▇▇▇, together with any and all of its Permitted Transferees, b▇▇▇▇▇▇▇▇lly beneficially owns in aggregate 40% or more of the Shares beneficially owned by Williams ▇▇▇▇▇▇▇▇ on the Effective Date, without the affirmative vote of eac▇ each of the ▇▇ ▇▇▇▇▇▇▇ Williams Nominees, the Company shall not, and it shall cause each o▇ ▇▇▇ ▇▇bsidiaries of its Subsidiaries not to, directly or indirectly, (i) incur a significant amount of Indebtedness Indebt- edness in the aggregate (which for purposes of this clause (i), any amount in excess of $10 million in the aggregate shall be deemed to be significant); (ii) redeem, purchase or otherwise acquire for value, or set apart money or other property for any mandatory purchase or other similar fund for the redemption, purchase or acquisition of any shares of Common Stock or Junior Stock (as defined in the Certificates of Designations), except for the repurchase by the Company of up to 5% of the outstanding Common Stock of the Company outstanding on the Effective Date; (iii) declare or pay any dividend or make any distribution (whether in cash, shares of capital stock of the Company, or other property) on shares of Common Stock or Junior Stock; (iv) sell, lease, license or otherwise dispose of, in any single transaction or series of related transactions, a significant amount of the property and other assets of the Company, (v) amend, alter or repeal, in any manner whatsoever, the designations, preferences, privileges and relative rights and limitations and restrictions of the Series A Preferred Stock, (vi) increase or decrease the number of authorized shares of Common Stock or Preferred Stock, (vii) enter into any transaction which results, directly or indirectly, in the sale, merger, consolidation or corporate reorganization of, or other similar transaction involving, the Company, including, without limitation, any transaction which would result in a Change in Control (as defined in the Certificates of Designations) of the Company, (viii) create (by reclassification or otherwise), authorize or issue any new class or series of equity security having designations, preferences, privileges or rights senior to, or on parity with, the Series A Preferred Stock, (ix) create (by reclassification or otherwise), authorize or issue any class, series or shares of capital stock or other securities junior to the Series A Preferred Stock if such junior securities may be redeemed in any circumstance on or prior to the Final Redemption Date (as defined in the Certificates of Designations"), (x) amend, alter or repeal any of the provisions of the Charter Documents or the Certificates of Designations in a manner that would adversely affect the holders of the Series A Preferred Stock; (xi) adopt, and if adopted, amend or waive any provision of, a shareholder rights plan or similar plan or agreement, (xii) effect a voluntary liquidation, dissolution or winding up of the Company; or (xiii) voluntarily file for bankruptcy, or otherwise seek protection under any federal or state bankruptcy or similar law. (c3) Until the 6th month anniversary of the date hereof, any termination of Nicholas Baletta's, Robert Davis' or Scott Klososky's employment by ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ut ▇▇'▇, ▇▇▇▇▇▇ (▇▇ ▇efine▇ ▇▇ ▇▇' or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ employment by the Company without Cause (as defined in the Company's Retention Bonus Plan) shall require the affirmative vote of a majority of the Board of Directors. Notwithstanding Notwith- standing anything to the contrary herein, the approval of the termination of such persons employment may not be delegated to a committee of the Board of Directors.

Action by the Board of Directors. (a1) Except as provided herein, all decisions of the Board of Directors shall require the affirmative vote of a majority of the directors of the Company then in office, or a majority of the members of an Executive Committee of the Board of Directors, to the extent such decisions may be delegated to an Executive Committee pursuant to applicable law and Section 4.1(g). (b2) As long as Williams▇▇▇▇▇▇▇▇, together with any and all of its Permitted Transferees, b▇▇▇▇▇▇▇▇lly beneficially owns in aggregate 40% or more of the Shares beneficially owned by Williams ▇▇▇▇▇▇▇▇ on the Effective Date, without the affirmative vote of eac▇ each of the ▇▇ ▇▇▇▇▇▇▇ Williams Nominees, the Company shall not, and it shall cause each o▇ ▇▇▇ ▇▇bsidiaries of its Subsidiaries not to, directly or indirectly, (i) incur a significant amount of Indebtedness in the aggregate (which for purposes of this clause (i), any amount in excess of $10 million in the aggregate shall be deemed to be significant); (ii) redeem, purchase or otherwise acquire for value, or set apart money or other property for any mandatory purchase or other similar fund for the redemption, purchase or acquisition of any shares of Common Stock or Junior Stock (as defined in the Certificates of Designations), except for the repurchase by the Company of up to 5% of the outstanding Common Stock of the Company outstanding on the Effective Date; (iii) declare or pay any dividend or make any distribution (whether in cash, shares of capital stock of the Company, or other property) on shares of Common Stock or Junior Stock; (iv) sell, lease, license or otherwise dispose of, in any single transaction or series of related transactions, a significant amount of the property and other assets of the Company, (v) amend, alter or repeal, in any manner whatsoever, the designations, preferences, privileges and relative rights and limitations and restrictions of the Series A Preferred Stock, (vi) increase or decrease the number of authorized shares of Common Stock or Preferred Stock, (vii) enter into any transaction which results, directly or indirectly, in the sale, merger, consolidation or corporate reorganization of, or other similar transaction involving, the Company, including, without limitation, any transaction which would result in a Change in Control (as defined in the Certificates of Designations) of the Company, (viii) create (by reclassification or otherwise), authorize or issue any new class or series of equity security having designations, preferences, privileges or rights senior to, or on parity with, the Series A Preferred Stock, (ix) create (by reclassification or otherwise), authorize or issue any class, series or shares of capital stock or other securities junior to the Series A Preferred Stock if such junior securities may be redeemed in any circumstance on or prior to the Final Redemption Date (as defined in the Certificates of Designations"), (x) amend, alter or repeal any of the provisions of the Charter Documents or the Certificates of Designations in a manner that would adversely affect the holders of the Series A Preferred Stock; (xi) adopt, and if adopted, amend or waive any provision of, a shareholder rights plan or similar plan or agreement, (xii) effect a voluntary liquidation, dissolution or winding up of the Company; or (xiii) voluntarily file for bankruptcy, or otherwise seek protection under any federal or state bankruptcy or similar law. (c3) Until the 6th month anniversary of the date hereof, any termination of Nicholas Baletta's, Robert Davis' or Scott Klososky's employment by ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ut ▇▇'▇, ▇▇▇▇▇▇ (▇▇ ▇efine▇ ▇▇ ▇▇' or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ employment by the Company without Cause (as defined in the Company's Retention Bonus Plan) shall require the affirmative vote of a majority of the Board of Directors. Notwithstanding anything to the contrary herein, the approval of the termination of such persons employment may not be delegated to a committee of the Board of Directors.