Common use of Majority Board Approval Clause in Contracts

Majority Board Approval. In addition to the required Stockholder approval as set forth in the Amended and Restated Certificate of Incorporation, the following actions by the Company, or any of its subsidiaries, shall require obtaining the affirmative vote of a majority of the members of the Board of Directors (or with regard to Section 6.1(v), a majority of the members of the Compensation Committee of the Board): (i) adoption of the annual budgets; (ii) acquisition, transfer, disposal or pledging of any asset worth more than $100,000 not provided for in the annual budget; (iii) any commitment not provided for in the annual budget of the Company, including any guarantee, pledge or other security in excess of $100,000; (iv) acquisition, transfer or subscription of any interest by the Company or any of its subsidiaries in any other company, group or entity; setting up of any subsidiary or transfer or pledge by the same not provided for in the budget; (v) determination of the conditions upon which stock options will be granted to the employees or managers of the Company or any of its subsidiaries; (vi) distribution of dividends; (vii) appointment of a new auditor; (viii) appointment of any senior manager whose annual gross compensation exceeds $150,000; (ix) any decision to amend the Transaction Agreements (as defined in the Series I Preferred Agreement); (x) any agreement between the Company or any of its subsidiaries and any of the Company’s stockholders, officers, or managers (directly or indirectly); (xi) any proposal relating to the listing of the shares of the Company or any of its subsidiaries; (xii) any decision that would increase or decrease the numbers of authorized or issued shares of the Company; (xiii) subject to Section 6.3 below, any Company Acquisition or other merger, contribution of all or part of the Company’s or any of its subsidiaries’ assets, stock split or capital reduction; (xiv) the designation of an investment bank pursuant to Section 6.3 of this Agreement; or (xv) any commitment of the Company or any of its subsidiaries, of any nature whatsoever, not specifically provided for in the budget of the Company and the amount of which individually or in the aggregate would exceed annually $100,000.

Majority Board Approval. In addition to the required Stockholder approval as set forth in the Amended and Restated Certificate of Incorporation, the following actions by the Company, or any of its wholly owned subsidiaries, shall require obtaining the affirmative vote of a majority of the members of the Board of Directors (or with regard to Section 6.1(v), a majority of the members of the Compensation Committee of the Board):Directors: (i) adoption of the annual budgets; (ii) acquisition, transfer, disposal or pledging of any asset worth more than $100,000 not provided for in the annual budget; (iii) any commitment not provided for in the annual budget of the Company, including any guarantee, pledge or other security in excess of $100,000; (iv) acquisition, transfer or subscription of any interest by the Company or any of its subsidiaries in any other company, group or entity; setting up of any subsidiary or transfer or pledge by the same not provided for in the budget; (v) determination of the conditions upon which stock options will be granted to the employees or managers of the Company or any of its subsidiariesCompany; (vi) distribution of dividends; (vii) appointment of a new statutory auditor; (viii) appointment of any senior manager whose annual gross compensation exceeds $150,000; (ix) any decision to amend the Transaction Agreements (as defined in the Series I H Preferred Agreement); (x) any agreement between the Company or and any of its subsidiaries and any of the Company’s stockholders, officers, or managers (directly or indirectly); (xi) any proposal relating to the listing of the shares of the Company or any of its subsidiariesCompany; (xii) any decision that would increase or decrease the numbers of authorized or issued shares of the Company; (xiii) subject to Section 6.3 below, any Company Acquisition or other merger, contribution of all or part of the Company’s or any of its subsidiaries’ assets, stock split or capital reduction; (xiv) the designation of an investment bank pursuant to Section 6.3 of this Agreement6.3; or (xv) any commitment of the Company or any of its subsidiaries, of any nature whatsoever, not specifically provided for in the budget of the Company and the amount of which individually or in the aggregate would exceed annually $100,000.