Common use of Actions Requiring Special Approval Clause in Contracts

Actions Requiring Special Approval. For so long as any Principal Stockholder’s Proportionate Percentage is at least 20%, without the prior approval of such Principal Stockholder, the Company shall not, and shall cause each of its Subsidiaries not to, take or omit to take, as applicable, or agree to take or omit to take, as applicable, directly or indirectly, any of the actions set forth on Annex I (the “Consent Actions”), which Consent Actions may be amended, modified, supplemented or restated in writing by the Principal Stockholders, unanimously, from time to time. Notwithstanding the foregoing, Popular’s consent shall not be required for any of the above mentioned actions following (i) a Change of Control of Popular or (ii) a failure by Popular to pay material amounts due and payable under the Master Services Agreement which are not disputed by Popular and which payment default gives rise to the right of the Company to terminate the Master Services Agreement pursuant to the terms thereof; provided, that (x) for the avoidance of doubt, this sentence shall not apply following an assignment by Popular of such rights to a Complete Rights Transferee and (y) a payment shall not be considered disputed only after such dispute has been settled or determined pursuant to a final non-appealable judgment or final, non-appealable binding arbitration award. For so long as any Principal Stockholder’s Proportionate Percentage is 10% or more and such Principal Stockholder has the right to nominate a Director pursuant to Section 2, the approval of at least one Director nominated by such Principal Stockholder shall be required in order for (i) the Company to issue any Preferred Stock, (ii) any Subsidiary of the Company to issue any preferred stock (other than preferred stock issued by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company), (iii) the Company or any Subsidiary of the Company to Transfer any preferred stock issued by a Subsidiary of the Company or (iv) the Company to Transfer any equity securities of Holdings (or any entity holding all or substantially all the assets of Holdings and its Subsidiaries of which other entity either the Company or the Principal Stockholders beneficially own equity securities) or EVERTEC (or any other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries of which other entity either the Company or the Principal Stockholders beneficially own equity securities) or any securities convertible into or exercisable or exchangeable for equity securities of Holdings (or other entity) or EVERTEC (or other entity), other than (x) any Transfer pursuant to a Drag-Along Transaction or Dragged Asset Sale or (y) any pledge, hypothecation or similar grant of a security interest (or the right to exercise all rights and remedies in connection with such security interest) in the securities of Holdings (or other entity) or EVERTEC (or other entity) to its financing sources in connection with the Company’s, Holdings’ (or other entity’s) or EVERTEC’s (or other entity’s) incurrence of Indebtedness.

Actions Requiring Special Approval. For so long as any Principal Stockholder’s Proportionate Percentage is at least 20%, without the prior approval of such Principal Stockholder, the Company shall not, and shall cause each of its Subsidiaries not to, take or omit to take, as applicable, or agree to take or omit to take, as applicable, directly or indirectly, any of the actions set forth on Annex I (the “Consent Actions”), which Consent Actions may be amended, modified, supplemented or restated in writing by the Principal Stockholders, unanimously, from time to time. Notwithstanding the foregoing, Popular’s consent shall not be required for any of the above mentioned actions following (i) a Change of Control of Popular or (ii) a failure by Popular to pay material amounts due and payable under the Master Services Agreement which are not disputed by Popular and which payment default gives rise to the right of the Company to terminate the Master Services Agreement pursuant to the terms thereof; provided, that (x) for the avoidance of doubt, this sentence shall not apply following an assignment by Popular of such rights to a Complete Rights Transferee and (y) a payment shall not be considered disputed only after such dispute has been settled or determined pursuant to a final non-appealable judgment or final, non-appealable binding arbitration award. For so long as any Principal Stockholder’s Proportionate Percentage is 10% or more and such Principal Stockholder has the right to nominate a Director pursuant to Section 2, the approval of at least one Director nominated by such Principal Stockholder shall be required in order for (i) the Company to issue any Preferred Stock, (ii) any Subsidiary of the Company to issue any preferred stock (other than preferred stock issued by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company), (iii) the Company or any Subsidiary of the Company to Transfer any preferred stock issued by a Subsidiary of the Company or (iv) the Company to Transfer any equity securities of Holdings (or any entity holding all or substantially all the assets of Holdings and its Subsidiaries of which other entity either the Company or the Principal Stockholders beneficially own equity securities) or EVERTEC (or any successor or other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries of which successor or other entity either the Company or the Principal Stockholders beneficially own equity securities) or any securities convertible into or exercisable or exchangeable for equity securities of Holdings EVERTEC (or other entity) or EVERTEC (such successor or other entity), other than (x) any Transfer pursuant to a Drag-Along Transaction or Dragged Asset Sale or (y) any pledge, hypothecation or similar grant of a security interest (or the right to exercise all rights and remedies in connection with such security interest) in the securities of Holdings EVERTEC (or other entity) or EVERTEC (such successor or other entity) to its financing sources in connection with the Company’s, Holdings’ (or other entity’s) ’s or EVERTEC’s (or such successor’s or other entity’s) incurrence of Indebtedness.

Actions Requiring Special Approval. For so long as any Principal Stockholder’s Proportionate Percentage is at least 20%, without (a) Without the prior approval of such Principal Stockholderthe NESCO Holders, from and after the Effective Time and at any time prior to a Termination Event, the Company shall not, and shall cause each of its Subsidiaries not to, take or omit to take, as applicable, or agree to take or omit to take, as applicable, directly or indirectly, any action to increase or decrease the size of the actions set forth Board or to make a change to the classes on Annex I which the Directors serve. (b) At any time after the “Consent Actions”)Effective Time that the NESCO Holders (together with their Affiliates, which Consent Actions may be amended, modified, supplemented other than the Company) Beneficially Own a number of shares of Common Stock equal to or restated in writing by the Principal Stockholders, unanimously, from time to time. Notwithstanding the foregoing, Popular’s consent shall not be required for any greater than 50% of the above mentioned actions following total number of shares of Common Stock issued and outstanding (i) on a Change of Control of Popular or (ii) a failure by Popular to pay material amounts due and payable under the Master Services Agreement which are not disputed by Popular and which payment default gives rise to the right of the Company to terminate the Master Services Agreement pursuant to the terms thereofnon-fully diluted basis; provided, that (x) for Sponsor Earnout Shares that remain subject to the avoidance of doubt, this sentence shall not apply following an assignment by Popular of such rights to a Complete Rights Transferee restrictions and (y) a payment forfeiture provisions set forth in Section 3 shall not be considered disputed only after included in such dispute has been settled or determined pursuant to a final non-appealable judgment or final, non-appealable binding arbitration award. For so long as any Principal Stockholder’s Proportionate Percentage is 10% or more calculation of the total number of shares of Common Stock issued and such Principal Stockholder has the right to nominate a Director pursuant to Section 2outstanding), the Company shall not, and shall cause its Subsidiaries not to, take, cause to occur or permit to occur, as applicable, or agree to take, cause to occur or permit to occur, as applicable, directly or indirectly, any of the following actions without the prior written approval of at least one Director nominated by such Principal Stockholder shall be required in order for the NESCO Holders holding a majority of the NESCO Shares: (i) Adopt (or, in any material manner, amend or modify) any annual budget of the Company to issue any Preferred Stock, and its Subsidiaries; (ii) consummate any Subsidiary acquisition, whether by purchase, contribution, merger, consolidation or otherwise, of any property, assets or Equity Interests for consideration in excess of $10,000,000, in a single transaction or series of related transactions; (iii) consummate any disposition, whether by sale, contribution, merger, consolidation or otherwise, of any property, assets or Equity Interests for consideration in excess of $10,000,000, in a single transaction or series of related transactions; (iv) issue Equity Interests of the Company to issue any preferred stock (or its Subsidiaries other than preferred stock issued by a wholly owned Subsidiary of the Company issuances (A) to the Company or another wholly wholly-owned Subsidiary Subsidiaries thereof, (B) to directors, officers or employees of the CompanyCompany or its Subsidiaries pursuant to a management incentive equity plan approved by the Board or (C) upon exercise of existing outstanding Equity Interests; (v) create, incur or assume any indebtedness for borrowed money or grant an encumbrance with respect to the Company or its Subsidiaries or any of their respective properties or assets in excess of $1,000,000 other than borrowings and other extensions of credit under a contract, agreement or similar arrangement (including the asset based lending facility) in effect as of the Effective Time (without giving effect to any amendment or modification after the Effective Time), ; (iiivi) guarantee any indebtedness of any Person other than the Company and its wholly-owned Subsidiaries (or ordinary course expenses incurred by employees on behalf of the Company or any Subsidiary of the Company to Transfer thereof); or (vii) hire, remove or replace any preferred stock issued by a Subsidiary senior executive officer of the Company or (iv) the Company to Transfer any equity securities of Holdings (or any entity holding all or substantially all the assets of Holdings and its Subsidiaries or materially decrease the compensation of which other entity either any senior executive officer of the Company or the Principal Stockholders beneficially own equity securities) or EVERTEC (or any other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries of which other entity either the Company or the Principal Stockholders beneficially own equity securities) or any securities convertible into or exercisable or exchangeable for equity securities of Holdings (or other entity) or EVERTEC (or other entity), other than (x) any Transfer pursuant to a Drag-Along Transaction or Dragged Asset Sale or (y) any pledge, hypothecation or similar grant of a security interest (or the right to exercise all rights and remedies in connection with such security interest) in the securities of Holdings (or other entity) or EVERTEC (or other entity) to its financing sources in connection with the Company’s, Holdings’ (or other entity’s) or EVERTEC’s (or other entity’s) incurrence of IndebtednessSubsidiaries.

Actions Requiring Special Approval. For so long as any Principal Stockholder’s Proportionate Percentage is at least 20%, without the prior approval of such Principal Stockholder, the Company shall not, and shall cause each of its Subsidiaries not to, take or omit to take, as applicable, or agree to take or omit to take, as applicable, directly or indirectly, any of the actions set forth on Annex I (the “Consent Actions”), which Consent Actions may be amended, modified, supplemented or restated in writing by the Principal Stockholders, unanimously, from time to time. Notwithstanding the foregoing, Popular’s consent shall not be required for any of the above mentioned actions following (i) a Change of Control of Popular or (ii) a failure by Popular to pay material amounts due and payable under the Master Services Agreement which are not disputed by Popular and which payment default gives rise to the right of the Company to terminate the Master Services Agreement pursuant to the terms thereof; provided, that (x) for the avoidance of doubt, this sentence shall not apply following an assignment by Popular of such rights to a Complete Rights Transferee and (y) a payment shall not be considered disputed only after such dispute has been settled or determined pursuant to a final non-appealable judgment or final, non-appealable binding arbitration award. For so long as any Principal Stockholder’s Proportionate Percentage is 10% or more and such Principal Stockholder has the right to nominate a Director pursuant to Section 2, the approval of at least one Director nominated by such Principal Stockholder shall be required in order for (i) the Company to issue any Preferred Stock, (ii) any Subsidiary of the Company to issue any preferred stock (other than preferred stock issued by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company), (iii) the Company or any Subsidiary of the Company to Transfer any preferred stock issued by a Subsidiary of the Company or (iv) the Company to Transfer any equity securities of Holdings (or any entity holding all or substantially all the assets of Holdings and its Subsidiaries of which other entity either the Company or the Principal Stockholders beneficially own equity securities) or EVERTEC (or any other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries of which other entity either the Company or the Principal Stockholders beneficially own equity securities) or any securities convertible into or exercisable or exchangeable for equity securities of Holdings (or other entity) or EVERTEC (or other entity), other than (x) any Transfer pursuant to a Drag-Along Transaction or Dragged Asset Sale or (y) any pledge, hypothecation or similar grant of a security interest (or the right to exercise all rights and remedies in connection with such security interest) in the securities of Holdings (or other entity) or EVERTEC (or other entity) to its financing sources in connection with the Company’s, Holdings’ (or other entity’s) or EVERTEC’s (or other entity’s) incurrence of Indebtedness.

Actions Requiring Special Approval. For so long as any Principal Stockholder’s Proportionate Percentage is at least 20%, without the prior approval of such Principal Stockholder, the Company shall not, and shall cause each of its Subsidiaries not to, take or omit to take, as applicable, or agree to take or omit to take, as applicable, directly or indirectly, any of the actions set forth on Annex I (the “Consent Actions”), which Consent Actions may be amended, modified, supplemented or restated in writing by the Principal Stockholders, unanimously, from time to time. Notwithstanding the foregoing, Popular’s consent shall not be required for any of the above mentioned actions following (i) a Change of Control of Popular or (ii) a failure by Popular to pay material amounts due and payable under the Master Services Agreement which are not disputed by Popular and which payment default gives rise to the right of the Company to terminate the Master Services Agreement pursuant to the terms thereof; provided, that (x) for the avoidance of doubt, this sentence shall not apply following an assignment by Popular of such rights to a Complete Rights Transferee and (y) a payment shall not be considered disputed only after such dispute has been settled or determined pursuant to a final non-non- appealable judgment or final, non-appealable binding arbitration award. For so long as any Principal Stockholder’s Proportionate Percentage is 10% or more and such Principal Stockholder has the right to nominate a Director pursuant to Section 2, the approval of at least one Director nominated by such Principal Stockholder shall be required in order for (i) the Company to issue any Preferred Stock, (ii) any Subsidiary of the Company to issue any preferred stock (other than preferred stock issued by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company), (iii) the Company or any Subsidiary of the Company to Transfer any preferred stock issued by a Subsidiary of the Company or (iv) the Company to Transfer any equity securities of Holdings (or any entity holding all or substantially all the assets of Holdings and its Subsidiaries of which other entity either the Company or the Principal Stockholders beneficially own equity securities) or EVERTEC (or any other entity holding all or substantially all the assets of EVERTEC and its Subsidiaries of which other entity either the Company or the Principal Stockholders beneficially own equity securities) or any securities convertible into or exercisable or exchangeable for equity securities of Holdings (or other entity) or EVERTEC (or other entity), other than (x) any Transfer pursuant to a Drag-Along Transaction or Dragged Asset Sale or (y) any pledge, hypothecation or similar grant of a security interest (or the right to exercise all rights and remedies in connection with such security interest) in the securities of Holdings (or other entity) or EVERTEC (or other entity) to its financing sources in connection with the Company’s, Holdings’ (or other entity’s) or EVERTEC’s (or other entity’s) incurrence of Indebtedness.