The independent committee also recommended to the Board, and, concurrently with the entry into the New Stockholders Agreement, the Board adopted, the First Amendment to the Second Amended and Restated By-laws of the Company (the “By-law Amendment”) that (x) disband the independent committee of the Board established pursuant to Section 4.02 of the By-laws once the operative provisions of the New Stockholders Agreement are in effect and (y) provide the Holders with approval rights over certain specified matters relating to the Company’s senior management that must be satisfied prior to the occurrence of such specified matters.
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