Common use of Amendments and Changes Clause in Contracts

Amendments and Changes. In addition to any other rights provided by law, as long as at least 250,000 shares of Series B Preferred Stock shall be issued and outstanding (subject to adjustments from time to time for Recapitalizations as set forth elsewhere herein), the Corporation shall not, without first obtaining the approval (by vote or written consent as provided by law) of (i) the Board of Directors and (ii) the holders of more than fifty percent (50%) of the outstanding shares of the Series B Preferred Stock (including in each case set forth below, by merger, consolidation or otherwise): (a) authorize, or create by reclassification or otherwise any capital stock or securities convertible into stock senior to (or pari passu to) the Series B Preferred Stock with respect to any right, preference or privilege; (b) increase or decrease the number of authorized shares of any existing class of capital stock of the Corporation (other than increase the authorized Common Stock to the extent required to allow the conversion or exercise of all outstanding convertible securities pursuant to the terms hereof); (c) amend, after or repeal any provision of these Amended and Restated Articles of Incorporation or Bylaws of the Corporation if such action would materially adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of the Series B Preferred Stock; (d) increase or decrease the size of the Board of Directors; (e) at any point prior to December 19, 2010, declare or pay any Distribution; or (f) authorize any purchase, repurchase, or redemption of Preferred Stock or Common Stock (other than pursuant to equity incentive agreements with service providers giving the Corporation the right to repurchase shares upon termination of service at no greater than cost). In addition to any other rights provided by law, as long as at least ten percent (10%) of the initially issued shares of Series A Preferred Stock shall be issued and outstanding (subject to adjustments from time to time for Recapitalizations as set forth elsewhere herein), the Corporation shall not, without first obtaining the approval (by vote or written consent as provided by law) of (i) the Board of Directors and (ii) the holders of more than fifty percent (50%) of the outstanding shares of the Series A Preferred Stock (including in each case set forth below, by merger, consolidation or otherwise): (i) amend, alter or repeal any provision of these Amended and Restated Articles of Incorporation or Bylaws of the Corporation (including pursuant to a merger) if such action would materially adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred Stock; or (ii) increase or decrease the size of the Board of Directors.

Amendments and Changes. In addition to (a) Such Borrower will not amend or otherwise modify its Organization Documents or the Custody Agreements, in any other rights provided by law, as long as at least 250,000 shares of Series B Preferred Stock shall be issued and outstanding way which would adversely affect the Credit Parties. (subject to adjustments from time to time for Recapitalizations as set forth elsewhere herein), the Corporation shall b) Such Borrower will not, without first obtaining and will not permit any Related Fund to, change its fiscal year if such change could reasonably be expected to have a Material Adverse Effect. Subject to Section 1.3, such Borrower will not, and will not permit any Related Fund to, change or permit any change in the approval accounting principles applied to such Related Fund, except as required by Applicable Accounting Principles, if such change could reasonably be expected to have a Material Adverse Effect. (by vote or written consent as c) Such Borrower will not, and will not permit any Related Fund to, change the Custodian in effect on the Effective Date other than to a Permitted Successor Custodian, provided by law) of that (i) no Default would exist before or after giving effect thereto, (ii) the Board Administrative Agent shall have received fifteen (15) Business Days’ notice thereof, (iii) the Administrative Agent shall have received a copy of Directors the replacement Custody Agreement and replacement Control Agreement, in each case which shall be in all respects satisfactory to the Administrative Agent, together with such documents, certificates and opinions as it may request, and (iv) all action, including all filings, necessary to maintain the perfected security interest in the collateral under the Security Agreement shall have been taken. (d) Such Borrower will not, and will not permit any Related Fund to, change the Administrator in effect on the Effective Date other than to a Permitted Successor Administrator, provided that (i) no Default would exist before or after giving effect thereto, (ii) the Administrative Agent shall have received fifteen (15) Business Days’ notice thereof, and (iii) the Administrative Agent shall have received a copy of the replacement administrator agreement, which shall be in all respects satisfactory to the Administrative Agent, together with such documents, certificates and opinions as it may request. (e) Such Borrower will not, and will not permit any Related Fund to, change its independent accountants in effect on the Effective Date other than to a Permitted Successor Accounting Firm, provided that (i) no Default would exist before or after giving effect thereto and (ii) the holders of more than fifty percent Administrative Agent shall have received fifteen (50%15) of the outstanding shares of the Series B Preferred Stock (including in each case set forth below, by merger, consolidation or otherwise): (a) authorize, or create by reclassification or otherwise any capital stock or securities convertible into stock senior to (or pari passu to) the Series B Preferred Stock with respect to any right, preference or privilege; (b) increase or decrease the number of authorized shares of any existing class of capital stock of the Corporation (other than increase the authorized Common Stock to the extent required to allow the conversion or exercise of all outstanding convertible securities pursuant to the terms hereof); (c) amend, after or repeal any provision of these Amended and Restated Articles of Incorporation or Bylaws of the Corporation if such action would materially adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of the Series B Preferred Stock; (d) increase or decrease the size of the Board of Directors; (e) at any point prior to December 19, 2010, declare or pay any Distribution; or (f) authorize any purchase, repurchase, or redemption of Preferred Stock or Common Stock (other than pursuant to equity incentive agreements with service providers giving the Corporation the right to repurchase shares upon termination of service at no greater than cost). In addition to any other rights provided by law, as long as at least ten percent (10%) of the initially issued shares of Series A Preferred Stock shall be issued and outstanding (subject to adjustments from time to time for Recapitalizations as set forth elsewhere herein), the Corporation shall not, without first obtaining the approval (by vote or written consent as provided by law) of (i) the Board of Directors and (ii) the holders of more than fifty percent (50%) of the outstanding shares of the Series A Preferred Stock (including in each case set forth below, by merger, consolidation or otherwise): (i) amend, alter or repeal any provision of these Amended and Restated Articles of Incorporation or Bylaws of the Corporation (including pursuant to a merger) if such action would materially adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred Stock; or (ii) increase or decrease the size of the Board of DirectorsBusiness Days’ notice thereof.

Amendments and Changes. In addition to any other rights provided by law, as Requiring the Approval of the Series D Preferred Stock. (a) As long as at least 250,000 shares any of the Series B D Preferred Stock shall be issued and outstanding (subject to adjustments from time to time for Recapitalizations as set forth elsewhere herein)outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent as provided by law) of (i) the Board of Directors and (ii) the holders of more than fifty percent (50%) 60% of the outstanding shares of the Series B D Preferred Stock (including in each case set forth below, by merger, consolidation or otherwise):Stock: (a) authorize, or create by reclassification or otherwise any capital stock or securities convertible into stock senior to (or pari passu to) the Series B Preferred Stock with respect to any right, preference or privilege; (b) increase or decrease the number of authorized shares of any existing class of capital stock of the Corporation (other than increase the authorized Common Stock to the extent required to allow the conversion or exercise of all outstanding convertible securities pursuant to the terms hereof); (ci) amend, after alter or repeal any provision of these Amended and Restated the Articles of Incorporation or Bylaws of the Corporation if such action would materially adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of the Series B D Preferred Stock in a manner different from any other series of Preferred Stock; (d) increase or decrease the size of the Board of Directors; (e) at any point prior to December 19, 2010, declare or pay any Distribution; or (fii) authorize any purchase, repurchase, or redemption of Preferred Stock or Common Stock amend this Section 7(a). (other than pursuant to equity incentive agreements with service providers giving the Corporation the right to repurchase shares upon termination of service at no greater than cost). In addition to any other rights provided by law, as b) As long as at least ten percent (10%) any of the initially issued shares of Series A D Preferred Stock shall be issued and outstanding (subject to adjustments from time to time for Recapitalizations as set forth elsewhere herein)outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent as provided by law) of (i) the Board of Directors and (ii) the holders of more than fifty percent (50%) a majority of the outstanding shares of the Series A D Preferred Stock (including in each case set forth below, by merger, consolidation or otherwise):Stock: (i) amendincrease or decrease (other than for decreases resulting from conversion of the Preferred Stock) the authorized number of shares of Series D Preferred Stock; (ii) authorize or create (by reclassification or otherwise) any new class or series of capital stock having rights, alter preferences or repeal privileges with respect to dividends, payments upon liquidation or other rights senior to or on a parity with the Series D Preferred Stock or with respect to voting senior to the Series D Preferred Stock; (iii) declare or pay any provision distribution (as defined in Section 2(d)) with respect to the Common Stock or Preferred Stock of these Amended and Restated Articles the Corporation; (iv) increase the authorized number of Incorporation or Bylaws directors of the Corporation above eleven (including pursuant to a merger) if such action would materially adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred Stock11); or (iiv) increase or decrease the size of the Board of Directorsamend this Section 7(b).