Common use of Actions Requiring Board Consent Clause in Contracts

Actions Requiring Board Consent. The Company hereby covenants and agrees with each of the Investors that it shall not, without the approval of the Board of Directors, which approval must include the affirmative vote of the majority of the disinterested members of the Board of Directors: (i) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned, directly or indirectly, by the Company; (ii) make, or permit any subsidiary to make, any loan or advance to any person, including, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors; (iii) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person, except for transactions resulting in payments to or by the Company in an aggregate amount less than $50,000 per year or transactions made in the ordinary course of business; or (iv) hire, terminate, or change the compensation of the c-suite executive officers of the Company, including approving any option grants or stock awards, except for changes in the compensation of c-suite executive officers (other than D▇▇ ▇▇▇▇▇▇, for whom all changes to compensation (other than changes resulting from generally applicable changes to employee benefits in the ordinary course of business) require approval of the Board of Directors as provided above) where the change is less than $75,000.