(a) amend, alter or repeal any provision of the Restated Certificate or Bylaws of the Corporation regarding the powers, preferences or rights of the Class B-1 Common Stock or Class B-2 Common Stock, or in a manner that adversely affects the powers, preferences or rights of the Class B-1 Common Stock or Class B-2 Common Stock; or
(b) liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any Liquidation Event, or consent to any of the foregoing, unless such action results in an amount paid per share of Class B-1 Common Stock equal to at least $6.82 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class B-1 Common Stock).
5.7 Class C Common Stock Protective Provisions. For so long as Deerfield or Roche hold not less than two hundred and twenty-eight thousand seven hundred and twenty-four (228,724) shares of Class C Common Stock or shares of capital stock issued upon conversion of the Class C Common Stock (such number subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class C Common Stock), the Corporation shall not do, either directly or indirectly by amendment, merger, consolidation or otherwise, and the Key Holders agree not to vote to approve, any of the following without (in addition to any other vote required by law or the Restated Certificate) the written consent or affirmative vote (as the case may be) of the holders of at least 60% of the issued and outstanding shares of Class C Common Stock, given in writing or by vote at a meeting:
(a) amend, alter or repeal any provision of the Restated Certificate or Bylaws of the Corporation in a manner that adversely affects the powers, preferences, privileges or rights of the Class C Common Stock or the restrictions provided for the benefit of Deerfield or the Class C Common Stock; or
(b) authorize or issue any additional shares of Class C Common Stock.
5.8 Insurance. The Company has from financially sound and reputable insurers directors and officers liability insurance in an amount and on terms and conditions satisfactory to the Board of Directors, and will use commercially reasonable efforts to cause such insurance policy to be maintained until such time as the Board of Directors determines that such insurance should be discontinued. This policy shall not be cancelable by the Company without prior approval by the Board of Directors. Notwithstanding any other provision of this Section 5.8 to the contrary, for so long as a Class C Director is serving on the Board of Directors, the Company shall not cease to maintain a directors and officers liability insurance policy in an amount of at least five million dollars ($5,000,000) unless approved by such Class C Director(s), and the Company shall annually, within one hundred twenty (120) days after the end of each fiscal year of the Company, deliver to Deerfield a certification that such a directors and officers liability insurance policy remains in effect.
5.9 Termination of Covenants. The covenants set forth in this Section 5 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO; (ii) when the Company first becomes subject to the periodic reporting requirements of