Corporate Transactions. The consummation of a reorganization, merger or consolidation (including a merger or consolidation of the Company or any direct or indirect subsidiary of the Company), or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, # the individuals and entities who were the Beneficial Owners of the Company’s outstanding Common Stock and the Company’s voting securities entitled to vote generally in the election of directors immediately prior to such Business Combination have direct or indirect Beneficial Ownership, respectively, of more than 50% of the then outstanding shares of common stock, and more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Post-Transaction Corporation, and # except to the extent that such ownership existed prior to the Business Combination, no Person (excluding the post-transaction company and any employee benefit plan or related trust of either the Company, the post-transaction company or any subsidiary of either company) Beneficially Owns, directly or indirectly, 30% or more of the then outstanding shares of common stock of the corporation resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such corporation, and # at least a majority of the members of the Board of Directors of the post-transaction company were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

Corporate Documents. The SPV shall only amend, alter, change or repeal its articles of incorporation with the prior written consent of the Majority Investors.

Corporate Status. Each of Holdings and its Subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation or organization, as the case may be, in good standing under the laws of its respective jurisdiction of organization, each with full power and authority (corporate and otherwise) to own or lease its properties or assets owned or leased by it and conduct its business as described in the Preliminary Offering Memorandum, except to the extent that the failure of any Subsidiary to be in good standing would not reasonably be expected to have a Material Adverse Effect. Each of Holdings and its Subsidiaries has been duly qualified as a foreign corporation or organization, as the case may be, for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect.

Required Consents. No consent shall be required for any assignment except to the extent required by clause (a)(i)(B) of this [Section 10.09] and, in addition:

Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section and, in addition, # the consent of the [[Organization A:Organization]] (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment or # such assignment is to a [[Organization B:Organization]] or an Affiliate of a [[Organization B:Organization]]; provided that the [[Organization A:Organization]] shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received electronically, by hand or by overnight courier, at the notice address specified by the [[Organization A:Organization]] in [Section 8.02], a written request for such consent and # the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a [[Organization B:Organization]] or an Affiliate of such [[Organization B:Organization]].

Other than such consents as have been obtained and filings under applicable federal and state securities laws, no consent, approval or authorization of, or declaration or filing with, any governmental authority on the part of the Company is required for the valid execution, delivery or performance of this Agreement or the valid offer, issuance, sale and delivery of the Shares.

No Consents. Neither [[Organization B:Organization]] nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Exchange Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which [[Organization B:Organization]] or any Subsidiary is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date of this Agreement, and neither [[Organization B:Organization]] nor any of its Subsidiaries is aware of any facts or circumstances which might prevent [[Organization B:Organization]] or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Exchange Documents. Except as disclosed in [[Organization B:Organization]]’s filings with the Commission (the “SEC Documents”), [[Organization B:Organization]] is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. [[Organization B:Organization]] has obtained or submitted all necessary consents and approvals from the Principal Market, including, if required, a LAS application covering the listing of the Conversion Shares with the Principal Market. In the event that the LAS has not been approved prior to the Closing, the Conversion Shares shall be subject to all limitations imposed by NASDAQ Listing Rule 5635 # until such time as shareholder approval of the issuance of Conversion Shares has been obtained.

Required Consents. Delivery of certified copies of all consents, approvals, authorizations, registrations, or filings required to be made or obtained by all Credit Parties in connection with this Agreement and the proceeds of any initial Borrowings hereunder, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any Governmental Authority regarding this or any transaction being financed with the proceeds hereof shall be ongoing.

Noteholder Consents. The Lender shall use its reasonable best efforts to obtain the Noteholder Consent; provided, however, that such reasonable best efforts shall not require the Lender to recommend the Exchange to the Noteholders or to amend the terms of, or modify, any Transaction Document.

This Section 14.8 shall apply whenever the consent of a Member’s spouse is required for an election, waiver or designation made by such Member under the Plan. Any spousal consent shall be in writing and shall be witnessed by a Plan representative (if permitted by the Company) or by a notary public. The spousal consent shall acknowledge the effect of the Member’s action and shall, if applicable, specify the non-spouse Beneficiary being designated (including any class of Beneficiaries or contingent Beneficiaries). The spousal consent shall be irrevocable. Any other provision of the Plan notwithstanding, no spousal consent shall be required if # it is established in accordance with the Company’s administrative procedures that there is no spouse or that the spouse cannot be located or # the Member is legally separated or has been abandoned (within the meaning of local law) and has an appropriate court order, unless a qualified domestic relations order provides otherwise. If the spouse is legally incompetent to give consent, the spouse’s legal guardian (including the Member) may give consent.