Approval by the Company's stockholders of a liquidation or dissolution of the Company.

the consummation of a plan of complete liquidation or dissolution of the Company.

Constituting the liquidation group and exercising the authorities of the liquidation group in the event of liquidation or dissolution of the Company, including but not limited to the management of the Company’s assets; and

approval by the shareholders of Employer of a complete dissolution or liquidation of Employer;

any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company.

Effect any dissolution, winding up, liquidation or termination of the business of the Company;

Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for # the liquidation or dissolution of non-operating Subsidiaries of Parent with nominal assets and nominal liabilities, # the liquidation or dissolution of a Loan Party (other than Borrowers) or any of Borrowers’ wholly-owned Subsidiaries so long as all of the net assets (including any interest in any Stock) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or # the liquidation or dissolution of a Subsidiary of Borrowers that is not a Loan Party (other than any such Subsidiary the Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the net assets of such liquidating or dissolving Subsidiary (to the extent of Parent’s or any Borrower’s (as applicable) allocable percentage/portion of the same) are transferred to a Subsidiary of Borrowers that is not liquidating or dissolving, or

any approval by the stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company;

the holders of capital stock of such Party approve a plan or proposal for the liquidation or dissolution of such Party.

Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except: