Common use of Certain Approval Rights Clause in Contracts

Certain Approval Rights. The Company shall not, without the consent of Investor at the time of such proposed action, (a) amend, alter or repeal any provision of the Restated Certificate of Incorporation or Bylaws of the Company, or file any certificate of designation relating to any preferred stock; (b) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber substantially all of the property or business of the Company, (d) purchase, lease or otherwise acquire all or substantially all of the properties or assets of any other corporation or entity (whether through the purchase of stock or assets); (e) merge or consolidate with or into any other corporation, corporations, entity or entities; (f) voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or dissolution or transaction in the nature of a partial liquidation or dissolution; (g) issue any shares of Common Stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, Common Stock (other than issuances of Common Stock upon the exercise of outstanding options or future awards granted pursuant to the 1996 Plan or adopt any new stock option plan or stock appreciation plan, amend any stock option or stock appreciation plan or amend or reprice any award or grant thereunder or (h) incur any indebtedness (other than accounts payable arising in the ordinary course of business) except as permitted, at the time of such incurrence, by the Company's then existing credit facility as amended or restated at such time; provided, however, that the supermajority voting requirements provided for in this Section 4.9 shall terminate on the first date that Investor and its Permitted Transferees beneficially own in the aggregate less than 75% of their Initial Common Holdings.

Certain Approval Rights. The (a) For so long as the Investors collectively own, or have the right to purchase through exercise of the Warrants (whether or not any or all of such Warrants are exercisable), an aggregate of at least 6,250,000 shares of Common Stock (subject to adjustment in accordance with Section 7.14), the Company shall not, directly or indirectly, take any of the following actions, including the entry into any contract, agreement, arrangement or transaction (or series of related contracts, agreements, arrangements or transactions) with respect to any of the following actions, without the consent prior written approval of each Investor at (which approval may be withheld in the time of such proposed actionInvestors’ sole discretion as to clauses (i), (aiii) amend, alter and (iv) below but shall not be unreasonably withheld as to clause (ii) below): (i) sell or repeal any provision of the Restated Certificate of Incorporation or Bylaws of the Company, or file any certificate of designation relating to any preferred stock; (b) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber substantially all of the property or business of the Company, (d) purchase, lease or otherwise acquire transfer all or substantially all of the properties assets of the Company and its subsidiaries, taken as a whole, to any Third Party; (ii) any transaction involving the acquisition (including by merger, consolidation, other business combination, or acquisition of all or substantially all of the capital stock or assets of any Third Party) of any Third Party by the Company or any of its subsidiaries where the equity investment by the Company and its subsidiaries is $100,000,000 or greater; (iii) any transaction involving the acquisition (including by merger, consolidation, other corporation or entity (whether through the purchase of stock or assets); (e) merge or consolidate with or into any other corporation, corporations, entity or entities; (f) voluntarily dissolve, liquidatebusiness combination, or wind up acquisition of all or carry out any partial liquidation substantially all of the assets of the Company and its subsidiaries, taken as a whole, other than an acquisition that is an acquisition of substantially all of the assets of the Company and its subsidiaries, taken as a whole, as the result of the disposition by the Company or dissolution or transaction its subsidiaries of real estate assets where the Company and its subsidiaries, taken as a whole, will continue to engage in the nature business of a partial liquidation or dissolutionmanaging hotel properties and other real property assets) of the Company by any Third Party; or (giv) issue any shares of Common Stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, Common Stock (other than issuances of Common Stock upon the exercise of outstanding options or future awards granted pursuant to the 1996 Plan or adopt any new stock option plan or stock appreciation plan, amend any stock option or stock appreciation plan or amend or reprice any award or grant thereunder or (h) incur any indebtedness (other than accounts payable arising change in the ordinary course size of business) except as permitted, at the time Board of such incurrence, by the Company's then existing credit facility as amended Directors to a number below 7 or restated at such timeabove 9; provided, howeverthat if an Investor Nominee shall fail to be elected to the Board of Directors and the Board of Directors shall increase the size thereof by a single director (not to exceed 11 total directors) and shall fill the vacancy created thereby with the Investor Nominee, then the Investors shall not have an approval right pursuant to this Section 5.6(a)(iv) over such increase. Notwithstanding the foregoing, the prior written approval of the Investors shall not be required prior to the Company taking any action described in the foregoing Sections 5.6(a)(i) or 5.6(a)(iii) (a “Designated Transaction”) if (A) such Designated Transaction has been approved by the Board of Directors by a vote of at least 75% of the directors of the Company (excluding any director who has recused himself or herself from voting on such Designated Transaction) and (B) the Investors or any of their Affiliates have (directly or indirectly, individually or in concert with another person or as part of a “group” (as defined in Section 13 of the Exchange Act)) taken an action described in Section 5.13(a) within the six-month period prior to the applicable date of determination (an “Investor Proposal”). (b) Prior to the Board of Directors considering a Designated Transaction, the Company shall give the Investors written notice thereof (including the intended time for the Board of Directors’ consideration thereof) concurrently with notice of the same to members of the Board of Directors and shall provide the Investors with all written materials provided to the directors regarding the same (except to the extent that providing such materials would reasonably likely adversely affect the attorney-client privilege between the Company and its counsel or is expressly prohibited by the investment bankers or other advisers providing such materials) subject to customary confidentiality restrictions concurrently when providing such materials to the members of the Board of Directors. In the event that the supermajority voting requirements provided for in this Section 4.9 shall terminate on Board of Directors approves any Designated Transaction as to which the first date that Investors or their Affiliates have made an Investor and its Permitted Transferees beneficially own in the aggregate Proposal by a vote of less than 75% of their Initial the directors of the Company (excluding any director who has been recused from the consideration of such Designated Transaction), the Company shall furnish written notice of such approval to the Investors (the “Designated Transaction Notice”). Each Investor shall then notify the Company in writing whether it approves or rejects the Designated Transaction that is the subject of such Designated Transaction Notice as soon as reasonably practicable, and in no event later than the earlier of (A) 24 hours after receipt of such Designated Transaction Notice, and (B) the next opening of trading in the Company’s Common HoldingsStock on the first Business Day following receipt of such Designated Transaction Notice that is not less than 12 hours after receipt of such Designated Transaction Notice.

Certain Approval Rights. The Company In addition to any other vote or consent required by applicable law, the Partnership shall not, and shall not permit its Subsidiaries to, without the consent prior unanimous approval of Investor at the time TCP Directors and GI Directors: (i) (A) effect any financing transaction (including any issuance of such proposed actiondebt or equity securities by the Partnership or any recapitalization thereof), Approved Company Sale, Public Offering, dissolution and liquidation of the Partnership pursuant to ARTICLE X, (aB) amendeffect any other transaction, alter whether in one or repeal a series of transactions, that results in (I) any provision of merger, consolidation, joint venture or other business combination pursuant to which the Restated Certificate of Incorporation or Bylaws of the Company, or file any certificate of designation relating to any preferred stock; (b) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber substantially all of the property or business of the Company, (d) purchase, lease Partnership is combined with that of another Person or otherwise acquire all Persons and results in such Person or substantially all Persons owning a majority of the properties equity interests of such combined business or assets (II) the acquisition by a Person or Persons, directly or indirectly, of the General Partner and a majority of the outstanding number of Participating Preferred Units of the Partnership, by way of negotiated purchase or any other means or (C) effect the sale or exchange of any other corporation material assets or entity (whether through the purchase of stock or assets); (e) merge or consolidate with or into any other corporation, corporations, entity or entities; (f) voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or dissolution or transaction in the nature of a partial liquidation or dissolution; (g) issue any shares of Common Stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, Common Stock properties (other than issuances the sale or exchange of Common Stock upon the exercise of outstanding options any such assets or future awards granted pursuant to the 1996 Plan or adopt any new stock option plan or stock appreciation plan, amend any stock option or stock appreciation plan or amend or reprice any award or grant thereunder or (h) incur any indebtedness (other than accounts payable arising properties in the ordinary course of business, consistent with past practices); (ii) amend any organizational documents of the Partnership or any of its Subsidiaries, including but not limited to this Agreement (other than as described in clause (xiv) below, in which case this clause (ii) shall not be applicable); (iii) make any distribution to any Limited Partner or repurchase any Limited Partnership Interests from any Limited Partner, except as permittedotherwise expressly provided for (A) in this Agreement, at (B) that certain Subscription Agreement, dated as of the time Original Closing Date, between the Partnership and Xxxxx Xxxxxx, (C) that certain Subscription Agreement, dated as of such incurrencethe Original Closing Date, between the Partnership and Xxxxx Xxxxxxxxxx, (D) that certain Subscription Agreement, dated as of the Original Closing Date, between the Partnership and Xxxx Xxxxxxx or (E) any other written agreement otherwise unanimously approved by the Company's then existing credit facility as amended TCP Directors and the GI Directors; (iv) guarantee any obligation of any Person other than the Partnership or restated at such time; provideda Subsidiary of the Partnership, howeverexcept in the ordinary course of business, that consistent with past practices; (v) enter into any new line of business, new division or geographic areas; (vi) acquire any business from any Person; (vii) acquire total capital assets in any calendar year in excess of 15% over the supermajority voting requirements total capital expenditures provided for in the Partnership’s annual consolidated budget or acquire any single asset or group of related assets for an amount in excess of $50,000,000, such amount to be adjusted by the Board from time to time (provided that no such unanimous approval of the GI Directors and TCP Directors shall be required with respect to any acquisition for which the consent of the Board is not required as set forth in the first sentence of Section 2(c)(ii) of that certain Employment Agreement dated as of the Original Closing Date, by and between Ladder Capital Finance LLC and Xxxxx Xxxxxx, as may be amended from time to time); (viii) approve the Partnership’s consolidated annual budget; (ix) except in accordance with Section 3.1(j), make any material decision related to the employment of Ladder Capital Finance LLC’s Chief Executive Officer or President (or the Chief Executive Officer or President of any other subsidiary of the Partnership) (including hiring, firing and setting the compensation of any such officer); (x) conduct any action outside of the ordinary course of business; (xi) enter into any transactions with an Affiliate of the Partnership; (xii) file for bankruptcy or make an assignment for the benefit of creditors; (xiii) grant any registration rights not contemplated by the Registration Rights Agreement; and (xiv) amend this Agreement or the Registration Rights Agreement or any organizational document of the Partnership such that (A) additional transfer restrictions are imposed on any of the GI Investors or the TowerBrook Investors, (B) the rights of the GI Investors, the GI Majority Holders, the GI Specified Holders, the TowerBrook Investors and/or the TowerBrook Majority Holders under Sections 11.1(b) or 3.2 or this Section 4.9 shall terminate 3.1 are limited in any way, (C) the rights of any of the GI Investors or the TowerBrook Investors to participate in Public Offerings as set forth in the Registration Rights Agreement are limited in any way or (D) any of the rights described in this Section 3.1(i) or Section 3.1(j) are modified in any way. Notwithstanding the foregoing, if the GI Directors and the TCP Directors are not be able to reach unanimous agreement on any action set forth in this Section 3.1(i) (other than an action set forth in clause (xiv) of this Section 3.1(i)) for a period of 30 days following the first date that Investor the Partnership first proposes to take such action, a vote of the then Independent Directors (including the Chairman to the extent the Chairman is an Independent Director) shall be taken to determine whether the Partnership (and/or one or more of the Partnership’s Subsidiaries, to the extent applicable) shall take such action, and its Permitted Transferees beneficially own in if a majority of the aggregate less than 75% number of their Initial Common Holdingsthen Independent Directors approve such action, then such action shall be deemed approved by the Board, and the approval required by this Section 3.1(i) with respect to such action shall be deemed satisfied.

Certain Approval Rights. The Company shall not, without the prior written ---- ----------------------- consent of Investor at the time of such proposed actionInvestors, (a) amend, alter or repeal any provision of the Restated Certificate of Incorporation Incorporation, as amended, or Bylaws of the Company, or file any certificate of designation relating to any preferred stock; (b) create, authorize, or reclassify any authorized stock of the Company into, or increase the authorized amount of, any class or series of the Company's capital stock ranking prior to or on a parity with Series A Preferred Stock as to dividends or distributions upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any security convertible into or exchange for, or any option, warrant or right to purchase, shares of such a class or series; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber substantially all of the property or business of the Company, (d) purchase, lease or otherwise acquire all or substantially all of the properties or assets of any other corporation or entity person (whether through the purchase of stock or assets); (e) merge or consolidate with or into any other corporation, corporations, entity or entitiesperson; (f) voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or dissolution or transaction in the nature of a partial liquidation or dissolution; (g) increase the authorized number of shares of common stock of any class or preferred stock of the Company; (h) issue any shares of Common Stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, Common Stock (other than except such issuances of Common capital stock or options, warrants or rights that do not constitute Additional Stock upon under the exercise Certificates of outstanding options or future awards granted pursuant to the 1996 Plan or adopt any new stock option plan or stock appreciation plan, amend any stock option or stock appreciation plan or amend or reprice any award or grant thereunder Designation) or (hi) incur any indebtedness (other than accounts payable arising in excess of the ordinary course of business) except as permitted, at available indebtedness under the time of such incurrence, by the Company's then existing credit facility as amended or restated at such timeof the Company; provided, -------- however, that the supermajority voting requirements provided for in approval rights of the Investors under this Section 4.9 4.13 shall ------- terminate on the first date that Investor (i) (A) the Investors and its Permitted Transferees their affiliates together beneficially own in the aggregate less than 7515% of the Total -26- Xxxxxxxxxxx Xxxxxx Xhares and (B) the Investors together are not the largest single stockholder of the Company or (ii) the Investors and their Initial affiliates together beneficially own less than 10% of the Total Outstanding Common HoldingsShares.

Certain Approval Rights. The Company shall not, without the consent of Investor the Required Directors (as defined below) at the time of such proposed action, (a) amend, alter or repeal any provision of the Restated Certificate of Incorporation or Bylaws of the Company, or file any certificate of designation relating to any preferred stock; (b) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber any of the capital stock of Leisegang Medical, Inc. or Optical Filter Corporation, or sell all or substantially all of the property or business of either of those corporations, whether or not they constitute all or substantially all of the property or business of the Company, (d) purchase, lease or otherwise acquire all or substantially all of the properties or assets of any other corporation or entity (whether through the purchase of stock or assets); (e) merge or consolidate with or into any other corporation, corporations, entity or entities; (f) voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or dissolution or transaction in the nature of a partial liquidation or dissolution; (g) issue any shares of Common Stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, Common Stock (other than issuances of Common Stock upon the exercise of outstanding options or future awards granted pursuant to a Stock Option Plan or pursuant to the 1996 Plan Stock Purchase Plan) or adopt any new stock option plan Stock Option Plan or stock appreciation planStock Appreciation Plan, amend any stock option or stock appreciation plan Stock Option Plan or amend or reprice any award or grant thereunder or (h) incur any indebtedness (other than accounts payable arising in the ordinary course of business) except as permitted, at the time of such incurrence, by the Company's then existing credit facility as amended or restated at such time; provided, however, that the supermajority voting requirements provided for in this Section 4.9 4.10 shall terminate on the first date that Investor and its Permitted Transferees beneficially own in the aggregate less than 7598% of their Initial Common Holdings. On or before the Closing Date, the Company shall take such action as is necessary to cause the Bylaws of the Company to be amended so as to permit, pursuant to Section 141(b) of the Delaware General Corporation Law, the supermajority voting requirements of this Section 4.10, and to ensure that, so long as this Section 4.10 shall be in effect, the provision in the Bylaws as so amended relating to such voting requirements may not be amended without the affirmative vote of the Required Directors. "Required Directors" means that number of directors of the Company's Board of Directors equal to the quotient obtained by dividing (x) five times the number of directors constituting all directors at the time of such determination by (y) seven, and, if such quotient is not a whole number, rounding such quotient up to the nearest whole number so that, for example, if the number of all directors on the board is seven, the number of Required Directors would be five, and if the number of all directors is nine, the number of Required Directors would be seven.

Certain Approval Rights. The Company shall not, without the prior written ---- ----------------------- consent of Investor at the time of such proposed actionInvestors, (a) amend, alter or repeal any provision of the Restated Certificate of Incorporation Incorporation, as amended, or Bylaws of the Company, or file any certificate of designation relating to any preferred stock; (b) create, authorize, or reclassify any authorized stock of the Company into, or increase the authorized amount of, any class or series of the Company's capital stock ranking prior to or on a parity with Series A Preferred Stock as to dividends or distributions upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any security convertible into or exchange for, or any option, warrant or right to purchase, shares of such a class or series; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber all or substantially all of its property or business or effect a material change in the nature of its business; (c) sell, convey, transfer, abandon, lease or otherwise dispose of or encumber substantially all of the property or business of the Company, (d) purchase, lease or otherwise acquire all or substantially all of the properties or assets of any other corporation or entity person (whether through the purchase of stock or assets); (e) merge or consolidate with or into any other corporation, corporations, entity or entitiesperson; (f) voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or dissolution or transaction in the nature of a partial liquidation or dissolution; (g) increase the authorized number of shares of common stock of any class or preferred stock of the Company; (h) issue any shares of Common Stock or any class or series of capital stock, or any options, warrants, bonds, debentures, notes or other obligations or securities convertible into or exchangeable for, or having optional rights to purchase, Common Stock (other than except such issuances of Common capital stock or options, warrants or rights that do not constitute Additional Stock upon under the exercise Certificates of outstanding options or future awards granted pursuant to the 1996 Plan or adopt any new stock option plan or stock appreciation plan, amend any stock option or stock appreciation plan or amend or reprice any award or grant thereunder Designation) or (hi) incur any indebtedness (other than accounts payable arising in excess of the ordinary course of business) except as permitted, at available indebtedness under the time of such incurrence, by the Company's then existing credit facility as amended or restated at such timeof the Company; provided, -------- however, that the supermajority voting requirements provided for in approval rights of the Investors under this Section 4.9 4.13 shall ------- terminate on the first date that Investor (i) (A) the Investors and its Permitted Transferees their affiliates together beneficially own in the aggregate less than 7515% of the Total Xxxxxxxxxxx Xxxxxx Shares and (B) the Investors together are not the largest single stockholder of the Company or (ii) the Investors and their Initial affiliates together beneficially own less than 10% of the Total Outstanding Common HoldingsShares.