Common use of Approval Rights Clause in Contracts

Approval Rights. The approval of the Investors holding a majority of the shares of Common Stock issued or issuable upon conversion of the Notes shall be required to (whether effected as a merger, amendment or otherwise): (a) commence or consent to any voluntary or involuntary bankruptcy, insolvency or creditors’ proceeding; (b) amend, alter or repeal any provision of the Articles of Incorporation or Bylaws of the Company other than in connection with a QIPO (as defined in the Notes) in a manner that adversely affects the rights or preferences of the holders of the Notes or the holders of the shares of Common Stock issued or issuable upon conversion of the Notes; (c) recapitalize, create or authorize the creation of any additional class or series of shares of stock; (d) increase or decrease (other than by redemption or conversion) the authorized number of shares of Preferred Stock of the Company, Common Stock or shares of any additional class or series of shares of stock; (e) purchase or redeem, or set aside any sums for the purchase or redemption of, or pay any dividend or make any distribution on, any shares of stock ranking junior to the Notes, except for repurchases of Series C Preferred Stock in accordance with Section 3.9.6 of the Articles; (f) authorize or issue any equity securities other than the following authorizations or issuances: (i) Common Stock pursuant to the Company’s stock purchase and stock option plans approved by a majority of the members of the Board of Directors who are not employees of the Company and were not employees of the Company during the twenty-four month period prior to the date of such approval (the “Independent Directors”); (ii) shares of Common Stock issued pursuant to the exercise of options, warrants or convertible securities outstanding on the date hereof or otherwise permitted in accordance with the terms of this Section 2.11(f); (iii) shares of Common Stock or warrants to purchase Common Stock issued pursuant to any strategic partnership, in each case approved by a majority of the Independent Directors; and (iv) an aggregate of 50,000 shares of new equity per year granted to vendors, consultants, advisors or in small acquisitions, which plans, partnership arrangements or grants have been approved by a majority of the Independent Directors; (g) engage in any new line of business substantially outside of the business plan in the form approved by a majority of the Independent Directors or materially modifying such plan, unless approved in each case by a majority of the Independent Directors; (h) merge with or into or consolidate, or permit any subsidiary to merge with or into or consolidate, with any other entity (other than a merger or consolidation solely between the Company and one or more subsidiaries or among subsidiaries); (i) sell, lease, or otherwise dispose of all or substantially all of the Company’s properties or assets; or (j) commence any initial public offering that is not a QIPO. Any modification or restructuring that would affect the Common Stock, whether effected as a merger, amendment or otherwise, shall require the approval of the Investors holding a majority of the shares of Common Stock issued or issuable upon conversion of the Notes.

Approval Rights. The (a) [Intentionally omitted]. (b) [Intentionally omitted]. (c) In addition to any other approval required, the Subject Companies and each Stockholder shall not, and shall cause their respective Subsidiaries not to, adopt or effect any amendment, modification or supplement to this Agreement, the Charter or the By-laws that would subject any Stockholder to materially adverse differential treatment, or to the Charter or By-laws in a manner inconsistent with the provisions of this Agreement, and shall not amend, modify or supplement this Section 1.09(c), in each case without the prior written approval of (i) in the Investors case of each affected Sponsor Stockholder, the Investor Group of which such Sponsor Stockholder is a member, and (ii) if affected, Xxxxxx Xxxxxxxx, and (iii) if the Management Stockholders are affected, the Management Representative; provided that no change shall be made to Sections 1.09(c), 2.01, 7.09, 7.14, 7.15 or Article VIII (to the extent relating to the foregoing sections) or the sections of the Registration Rights and Coordination Committee Agreement addressing the Management Stockholders’ piggy-back registration rights or transfer rights and the Charter or By-laws may not be amended in a manner inconsistent with the foregoing provisions of this Agreement or the Registration Rights and Coordination Committee Agreement, in each case in a manner adverse to the Management Stockholders without the approval of Management Stockholders collectively holding at least 75% of the Shares held by the Management Stockholders as of such time. (d) The Company shall not enter into, and each Stockholder shall cause its nominee to the Board of Directors to not approve the Company or any of its subsidiaries entering into, any transaction with any Sponsor Stockholder or Xxxxxx Xxxxxxxx or any Affiliate thereof (other than the Company and its Subsidiaries or any of their respective directors, officers or employees) or any of their respective officers, directors or employees, without (after full disclosure) the prior consent of a majority of the shares of Common Stock issued or issuable upon conversion of the Notes shall be required to (whether effected as a merger, amendment or otherwise): (a) commence or consent to any voluntary or involuntary bankruptcy, insolvency or creditors’ proceeding; (b) amend, alter or repeal any provision of the Articles of Incorporation or Bylaws of the Company other than in connection with a QIPO (as defined in the Notes) in a manner that adversely affects the rights or preferences of the holders of the Notes or the holders of the shares of Common Stock issued or issuable upon conversion of the Notes; (c) recapitalize, create or authorize the creation of any additional class or series of shares of stock; (d) increase or decrease (other than by redemption or conversion) the authorized number of shares of Preferred Stock of the Company, Common Stock or shares of any additional class or series of shares of stock; (e) purchase or redeem, or set aside any sums for the purchase or redemption of, or pay any dividend or make any distribution on, any shares of stock ranking junior to the Notes, except for repurchases of Series C Preferred Stock in accordance with Section 3.9.6 of the Articles; (f) authorize or issue any equity securities other than the following authorizations or issuances: (i) Common Stock pursuant to the Company’s stock purchase and stock option plans approved by a majority of the members of disinterested Directors on the Board of Directors who are not employees of the Company and were not employees of the Company during the twenty-four month period prior to the date of such approval (the “Independent Directors”); (ii) shares of Common Stock issued pursuant to the exercise of options, warrants or convertible securities outstanding on the date hereof or otherwise permitted in accordance with the terms of this Section 2.11(f); (iii) shares of Common Stock or warrants to purchase Common Stock issued pursuant to any strategic partnershipexcluding, in each the case of Xxxxxx Xxxxxxxx, compensation and incentive arrangements and other matters within the customary purview of, and approved by a majority of by, the Independent Directors; and (iv) an aggregate of 50,000 shares of new equity per year granted to vendors, consultants, advisors or in small acquisitions, which plans, partnership arrangements or grants have been approved by a majority of the Independent Directors; (g) engage in any new line of business substantially outside of the business plan in the form approved by a majority of the Independent Directors or materially modifying such plan, unless approved in each case by a majority of the Independent Directors; (h) merge with or into or consolidate, or permit any subsidiary to merge with or into or consolidate, with any other entity (other than a merger or consolidation solely between the Company and one or more subsidiaries or among subsidiaries); (i) sell, lease, or otherwise dispose of all or substantially all of the Company’s properties or assets; or (j) commence any initial public offering that is not a QIPO. Any modification or restructuring that would affect the Common Stock, whether effected as a merger, amendment or otherwise, shall require the approval of the Investors holding a majority of the shares of Common Stock issued or issuable upon conversion of the NotesCompensation Committee.

Approval Rights. The approval In addition to any other rights provided by law, except where the vote or written consent of the Investors holding holders of a majority greater number of shares is required by law or by another provision of the shares Certificate of Common Stock issued Incorporation, the affirmative vote at a meeting duly called for such purpose or issuable upon conversion the written consent without a meeting of the Notes Required Holders, voting together as a single class, shall be required to (whether effected as a merger, amendment or otherwise):before the Company may: (a) commence amend or consent repeal any provision of, or add any provision to, the Certificate of Incorporation, this Certificate of Designation or the Company’s bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Preferred Shares, regardless of whether any such action shall be by means of amendment to any voluntary the Certificate of Incorporation or involuntary bankruptcyby merger, insolvency consolidation or creditors’ proceedingotherwise; (b) amend, alter or repeal any provision of the Articles of Incorporation or Bylaws of the Company other than in connection with a QIPO (as defined in the Notes) in a manner that adversely affects the rights or preferences of the holders of the Notes or the holders of the shares of Common Stock issued or issuable upon conversion of the Notes; (c) recapitalize, create or authorize the creation of any additional class or series of shares of stock; (d) increase or decrease (other than by redemption or conversion) the authorized number of shares of Preferred Stock of the Company, Common Stock Shares; (c) create or shares of authorize (by reclassification or otherwise) any additional new class or series of shares that has a preference over or is on a parity with the Preferred Shares with respect to dividends or the distribution of stockassets on the liquidation, dissolution or winding up of the Company; (d) purchase, repurchase or redeem any shares of Common Stock (other than pursuant to equity incentive agreements with employees) or any other Capital Stock of the Company of any class junior in rank to the Preferred Shares in respect of the preferences as to distributions and payments on the liquidation, dissolution and winding up of the Company; (e) purchase or redeem, or set aside effect any sums for the purchase or redemption of, Liquidation Event; (f) declare or pay any dividend or make any other payment or distribution on, any shares on account of stock ranking junior to the Notes, except for repurchases of Series C Preferred Stock in accordance with Section 3.9.6 of the Articles; (f) authorize or issue any equity securities other than the following authorizations or issuances: (i) Common Stock pursuant to the Company’s stock purchase and stock option plans approved by a majority Capital Stock of any class junior in rank to the Preferred Shares in respect of the members preferences as to distributions and payments on the liquidation, dissolution and winding up of the Board Company, other than dividends with respect to which the holders of Directors who Preferred Shares are not employees of the Company and were not employees of the Company during the twenty-four month period prior entitled to the date of such approval (the “Independent Directors”); (ii) shares of Common Stock issued participate pursuant to the exercise of options, warrants or convertible securities outstanding on the date hereof or otherwise permitted in accordance with the terms of this Section 2.11(f); (iii) shares of Common Stock or warrants to purchase Common Stock issued pursuant to any strategic partnership, in each case approved by a majority of the Independent Directors; and (iv) an aggregate of 50,000 shares of new equity per year granted to vendors, consultants, advisors or in small acquisitions, which plans, partnership arrangements or grants have been approved by a majority of the Independent Directors2; (g) engage take any action that would reasonably result in any new line of business substantially outside the suspension from trading or failure of the business plan in Common Stock to be listed on an Eligible Market other than as the form approved by result of a majority Private Cash Acquisition, unless pursuant to Section 16 the Preferred Shares are convertible into publicly traded common stock (or their equivalent) of the Independent Directors or materially modifying such plan, unless approved applicable Successor Entity in each case by a majority of the Independent Directors; (h) merge with or into or consolidate, or permit any subsidiary to merge with or into or consolidate, with any other entity (other than a merger or consolidation solely between the Company and one or more subsidiaries or among subsidiaries); (i) sell, lease, or otherwise dispose of all or substantially all of the Company’s properties or assets; or (j) commence any initial public offering that is not a QIPO. Any modification or restructuring that would affect the Common Stock, whether effected as a merger, amendment or otherwise, shall require the approval of the Investors holding a majority Fundamental Transaction in lieu of the shares of Common Stock issued (in which case from and after such date this clause (g) shall apply to such publicly traded common stock (or issuable upon conversion their equivalent) of the Notesapplicable Successor Entity in lieu of the Common Stock; (h) effect any Affiliate Transactions other than Permitted Affiliate Transactions; (i) whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares; and (j) enter into any contract, agreement, or understanding with respect any of the foregoing.

Approval Rights. The approval (a) Subject to Section 10.3(b) hereof, for so long as the Company is obligated to nominate the Purchaser Designees pursuant to Section 10.1 hereof, the Company shall not take, and shall not permit any of its subsidiaries to take, any of the Investors following actions (each a "Major Event") without the written consent of at least one of the Purchasers' Designees (or if, for any reason, there are no such designees at such time, the written consent of the Purchasers then holding a majority of all Shares then held by all the shares of Common Stock issued or issuable upon conversion of the Notes shall be required to (whether effected as a merger, amendment or otherwisePurchasers): (ai) commence declare or consent pay any dividend on, or make any payment on account of, or set apart any assets (other than setting aside Common Stock for exercise of options or conversion rights) for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement, or other acquisition of, any shares of any class of capital stock of the Company or any warrants or options to purchase any such capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or in obligations or other securities of the Company, except that the Company may: (A) make cash payments of up to $10,000,000 in any fiscal year of the Company to redeem any shares of any class of capital stock of the Company or any warrants or options to purchase any such capital stock, whether now or hereafter outstanding; and (B) make any redemptions of any shares of any class of capital stock of the Company or any warrants or options to purchase any such capital stock to the extent such redemption is expressly permitted pursuant to any of the agreements listed in Section 10.3 of the Schedule of Exceptions or the Company's Executive Restricted Stock Plan or pursuant to any amendment to any such agreement or any other agreement which is expressly approved by the Purchasers' Designees (or if, for any reason, there are no such designees at such time, the Purchasers holding the majority of the Shares); (ii) (i) merge or consolidate with or into any other corporation or entity, or (ii) convey, sell, lease or otherwise dispose of in any transaction or related series of transactions all or substantially all of the property, business or assets of the Company and its subsidiaries (including the capital stock or assets of its subsidiaries); (iii) acquire by purchase the business, assets or stock of any business for an aggregate purchase price (as determined in good faith by the Board) of more than $100 million; or (iv) effect any voluntary liquidation, dissolution or involuntary bankruptcy, insolvency or creditors’ proceeding;winding up of the Company. (b) amendIf there is a proposed Major Event which is not approved by or otherwise consented to by the Purchasers' Designees or the Purchasers, alter or repeal any provision of as the Articles of Incorporation or Bylaws of case may be, pursuant to Section 10.1 hereof, the Company other than and the Purchasers shall thereafter consult with one another in connection good faith for a period of at least one week to attempt to resolve their differences concerning such Major Event. If the parties are unable to resolve such differences during such one-week period, the Company shall have the option of either not proceeding with a QIPO (as defined such Major Event, in which case the Notes) in a manner that adversely affects the rights or preferences remaining provisions of the holders of the Notes or the holders of the shares of Common Stock issued or issuable upon conversion of the Notes; (c) recapitalize, create or authorize the creation of any additional class or series of shares of stock; (d) increase or decrease (other than by redemption or conversion) the authorized number of shares of Preferred Stock of the Company, Common Stock or shares of any additional class or series of shares of stock; (e) purchase or redeemthis Section 10.3 shall not apply, or set aside any sums for proceeding with such Major Event, in which case the purchase or redemption of, or pay any dividend or make any distribution on, any shares of stock ranking junior to the Notes, except for repurchases of Series C Preferred Stock in accordance with Section 3.9.6 of the Articles; Company may consummate such Major Event if (fand only if) authorize or issue any equity securities other than the following authorizations or issuances: (i) Common Stock pursuant to the Company’s stock purchase and stock option plans approved such Major Event is re-authorized by a majority of the members of the Board of Directors who are not employees of the Company (any such re- authorization being referred to herein as a "Triggering Event"), and were not employees of the Company during the twenty-four month period (ii) prior to the date taking or consummation of such approval Major Event, the Company makes a Dispute Resolution Offer with respect to such Major Event in the manner required by Section 10.3(c) hereof and purchases all of the Shares which are duly tendered to it by any Purchaser in response to such Dispute Resolution Offer. (c) Upon the “Independent Directors”occurrence of a Triggering Event, each Purchaser shall have the right to require the Company to repurchase all or any part of such Purchaser's Shares at a purchase price in cash equal to 107% of the aggregate liquidation value of such shares, as further described below. (i) Within 10 days following any Triggering Event and, in any event, prior to the taking or consummation of the Major Event to which such Triggering Event relates, the Company shall mail a notice (a "Dispute Resolution Offer") to each Purchaser stating (1) that a Triggering Event has occurred and that such Purchaser therefore has the right to require the Company to purchase all or any part of such Purchaser's Shares at a purchase price in cash equal to 107% of the aggregate liquidation value thereof, (2) the circumstances and relevant facts regarding such Triggering Event and the related Major Event and (3) the repurchase date (which shall be no earlier than 15 days nor later than 30 days from the date such notice is mailed);. (ii) shares Purchasers electing to have all or any portion of Common its Preferred Stock issued pursuant purchased shall be required to surrender such Preferred Stock to the exercise Company at the address specified in the Dispute Resolution Offer at least two business days prior to the purchase date. Purchasers shall be entitled to withdraw their election if the Company receives not later than one business day prior to the purchase date a facsimile transmission or letter setting forth the name of optionsthe Purchaser, warrants or convertible securities outstanding on the date hereof or otherwise permitted in accordance with number of Shares which were previously delivered for purchase by such Purchaser and a statement specifying the terms portion of this Section 2.11(f);such Shares for which such Purchaser is withdrawing its election to have such Shares purchased. (iii) shares On the purchase date, all Shares purchased by the Company under this Section shall be delivered to the Company for cancellation or purchase, properly endorsed and free of Common Stock or warrants to any Liens and with full warranties of title, and the Company shall pay the purchase Common Stock issued price, together with any amounts payable pursuant to any strategic partnershipSection 12.10 hereof, to the Purchasers entitled thereto in each case approved immediately available funds to an account or accounts previously specified by a majority of the Independent Directors; and (iv) an aggregate of 50,000 shares of new equity per year granted to vendors, consultants, advisors or in small acquisitions, which plans, partnership arrangements or grants have been approved by a majority of the Independent Directors; (g) engage in any new line of business substantially outside of the business plan in the form approved by a majority of the Independent Directors or materially modifying such plan, unless approved in each case by a majority of the Independent Directors; (h) merge with or into or consolidate, or permit any subsidiary to merge with or into or consolidate, with any other entity (other than a merger or consolidation solely between the Company and one or more subsidiaries or among subsidiaries); (i) sell, lease, or otherwise dispose of all or substantially all of the Company’s properties or assets; or (j) commence any initial public offering that is not a QIPO. Any modification or restructuring that would affect the Common Stock, whether effected as a merger, amendment or otherwise, shall require the approval of the Investors holding a majority of the shares of Common Stock issued or issuable upon conversion of the NotesPurchasers.

Approval Rights. The approval Until the later of (i) the repayment of the Investors holding a majority of Outstanding Indebtedness hereunder and (ii) the shares of Common Stock issued or issuable upon conversion of the Notes shall be required to (whether effected as a Outstanding Indebtedness into Common Shares or Preferred Shares, the Issuer will not, without the written consent of the Holder, either directly or by amendment, merger, amendment consolidation, or otherwise):: (ai) commence liquidate, dissolve or consent to wind-up the affairs of the Issuer, or effect any voluntary merger or involuntary bankruptcy, insolvency consolidation or creditors’ proceedingany other Change of Control; (bii) amend, alter alter, or repeal any provision of the Articles of Incorporation Issuer’s articles or Bylaws of the Company other than in connection with a QIPO (as defined in the Notes) bylaws in a manner that adversely affects adverse to the rights or preferences of the holders of the Notes or the holders of the shares of Common Stock issued or issuable upon conversion of the NotesHolder; (ciii) recapitalizeissue any Preferred Shares (other than to the Holder) or securities convertible into or exercisable for any Preferred Shares; (iv) issue any Common Shares (other than to the Holder, and except pursuant to warrants or stock options granted prior to the date hereof); (v) purchase or redeem or pay any dividend on any Common Shares; (vi) make any loans to third-parties; (vii) create or authorize the creation of any additional class or series of shares of stockdebt security if the Issuer’s aggregate indebtedness thereunder would exceed $1; (dviii) increase create or decrease hold capital stock in any subsidiary or Joint Venture (other than by redemption JV) that is not a wholly-owned subsidiary or conversion) the authorized number of shares of Preferred Stock of the Company, Common Stock JV or shares dispose of any additional class subsidiary stock, JV or series of shares of stock; (e) purchase or redeem, or set aside any sums for the purchase or redemption of, or pay any dividend or make any distribution on, any shares of stock ranking junior to the Notes, except for repurchases of Series C Preferred Stock in accordance with Section 3.9.6 of the Articles; (f) authorize or issue any equity securities other than the following authorizations or issuances: (i) Common Stock pursuant to the Company’s stock purchase and stock option plans approved by a majority of the members of the Board of Directors who are not employees of the Company and were not employees of the Company during the twenty-four month period prior to the date of such approval (the “Independent Directors”); (ii) shares of Common Stock issued pursuant to the exercise of options, warrants or convertible securities outstanding on the date hereof or otherwise permitted in accordance with the terms of this Section 2.11(f); (iii) shares of Common Stock or warrants to purchase Common Stock issued pursuant to any strategic partnership, in each case approved by a majority of the Independent Directors; and (iv) an aggregate of 50,000 shares of new equity per year granted to vendors, consultants, advisors or in small acquisitions, which plans, partnership arrangements or grants have been approved by a majority of the Independent Directors; (g) engage in any new line of business substantially outside of the business plan in the form approved by a majority of the Independent Directors or materially modifying such plan, unless approved in each case by a majority of the Independent Directors; (h) merge with or into or consolidate, or permit any subsidiary to merge with or into or consolidate, with any other entity (other than a merger or consolidation solely between the Company and one or more subsidiaries or among subsidiaries); (i) sell, lease, or otherwise dispose of all or substantially all of any subsidiary or JV assets or investments; or increase or decrease the size of the Issuer’s board of directors. (ix) make any loan or advance to, or own any stock or other securities of, any subsidiary, JV or other corporation, partnership, or other entity unless it is wholly owned by the Company; (x) (make any loan or advance to any Person, including, any employee or director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Issuer’s properties Board of Directors; (xi) Guarantee any indebtedness except for trade accounts of the Issuer or any subsidiary arising in the ordinary course of business; (xii) make any investment unless the investment is consistent with an investment policy that has been approved by the Issuer’s board of directors; (xiii) incur any aggregate indebtedness in excess of $1.00 that is not already included in a budget that has been approved by the Issuer’s board of directors, other than trade credit incurred in the ordinary course of business; (xiv) enter into or be a party to any transaction with any director, officer or employee of the Issuer or any “associate” (as defined in the TSX Company Manual) ) of any such person except transactions resulting in payments to or by the Issuer in an amount less than $100 per year, or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Issuer’s business and upon fair and reasonable terms that are approved by the Issuer’s Board of Directors; (xv) hire, fire, or change the compensation of the executive officers, including approving any option grants; (xvi) change the principal business of the Issuer, enter new lines of business, or exit the current line of business; (xvii) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (xviii) enter into any corporate strategic relationship or JV involving the payment of a material amount of cash, or the contribution or assignment of a material portion of the Issuer’s assets; or (jxix) commence pay any initial public offering that is not a QIPO. Any modification trade debts or restructuring that would affect the Common Stock, whether effected as a merger, amendment bonuses to directors or otherwise, shall require the approval officers of the Investors holding a majority of Issuer or their associates (as defined in the shares of Common Stock issued or issuable upon conversion of the NotesTSX Company Manual).