Common use of Certain Approvals Clause in Contracts

Certain Approvals. For so long as the Embraer Group collectively holds a number of Shares representing at least thirty-five percent (35%) of the Shares then issued and outstanding, the Company will not undertake, or agree to undertake, whether directly or indirectly, any of the following actions without the prior written consent of EAH; provided that to the extent such action requires stockholders consent or approval as a matter of Law, consent or approval given by EAH for such purpose shall constitute consent for the purpose of this Section 2.11: (a) any transaction or series of related transactions that results in a direct or indirect sale (including by way of merger, consolidation, recapitalization, reorganization, transfer, sale or other business combination or similar transaction) of greater than thirty percent (30%) of the property or assets, or greater than thirty percent (30%) of the voting securities of, the Company (other than (i) pursuant to any offer to purchase securities made directly to the stockholders of the Company that is not subject to approval by the Board, (ii) any merger or issuance of voting securities that does not result in a Person or group of Persons acting together that would constitute a “group” for purposes of Section 13(d) of the Exchange Act becoming the holder of greater than thirty percent (30%) of the voting securities of the Company, or (iii) any reorganization or recapitalization that does not violate clauses (b) or (c) of this Section 2.11); (b) any liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) of the Company, except for a liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) in connection with an involuntary case within the meaning of any bankruptcy or similar Law relating to insolvency; (c) any amendment to or modification of the Organizational Documents of the Company that materially and adversely affects EAH in its capacity as stockholder of the Company; (d) relocation of the domicile of the Company; (e) any change to the Company’s corporate name; (f) any change to the size of the Board; or (g) any corporate action that would have the effect of eliminating, or materially adversely affecting, any approval right to which EAH is then entitled pursuant to clauses (a) through (e) of this Section 2.11.

Certain Approvals. For so long as the Embraer AGSA Group collectively holds a number of Shares representing at least thirty-five forty percent (3540%) of the Shares then issued and outstanding, the Company AMPSA will not undertake, or agree to undertake, whether directly or indirectly, any of the following actions without the prior written consent of EAHAGSA; provided that to the extent such action requires stockholders shareholder consent or approval as a matter of Law, consent or approval given by EAH AGSA for such purpose shall constitute consent for the purpose of this Section 2.112.10: (a) any transaction or series of related transactions that results in a direct or indirect sale (including by way of merger, consolidation, recapitalization, reorganization, transfer, sale or other business combination or similar transaction) of greater than thirty forty percent (3040%) of the property or assets, or greater than thirty forty percent (3040%) of the voting securities of, the Company AMPSA (other than (i) pursuant to any offer to purchase securities made directly to the stockholders shareholders of the Company AMPSA that is not subject to approval approved by the Board, (ii) any merger or issuance of voting securities that does not result in a Person or group of Persons acting together that would constitute a “group” for purposes of Section 13(d) of the Exchange Act becoming the holder of greater than thirty forty percent (3040%) of the voting securities of the CompanyAMPSA, or (iii) any reorganization or recapitalization that does not violate clauses (b) or (c) of this Section 2.112.10); (b) any liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) of the CompanyAMPSA, except for a liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) in connection with an involuntary case within the meaning of any bankruptcy or similar Law relating to insolvency; (c) any amendment to or modification of the Organizational Governing Documents of the Company AMPSA that materially and adversely affects EAH AGSA in its capacity as stockholder shareholder of the CompanyAMPSA; (d) relocation of the domicile corporate headquarters of the CompanyAMPSA; (e) any change to the CompanyAMPSA’s corporate name; or (f) any change to the size of the Board; or (g) any corporate action that would have the effect of eliminating, or materially adversely affecting, any approval right to which EAH AGSA is then entitled pursuant to clauses (a) through (ef) of this Section 2.112.10.

Certain Approvals. For so long as the Embraer Group collectively holds a number of Shares representing at least thirty-five percent (35%) In addition to any vote or consent of the Shares then issued and outstanding, the Company will not undertake, Board of Directors or agree to undertake, whether directly or indirectly, any of the following actions without the prior written consent of EAH; provided that to the extent such action requires stockholders consent or approval as a matter of Law, consent or approval given by EAH for such purpose shall constitute consent for the purpose of this Section 2.11: (a) any transaction or series of related transactions that results in a direct or indirect sale (including by way of merger, consolidation, recapitalization, reorganization, transfer, sale or other business combination or similar transaction) of greater than thirty percent (30%) of the property or assets, or greater than thirty percent (30%) of the voting securities of, the Company (other than (i) pursuant to any offer to purchase securities made directly to the stockholders of the Company that is not subject to approval or required by law or the Amended and Restated Certificate of Incorporation, until the Bear Stearns Parties own less than 25,000 shares of voting Common Stock (xxxxxxxd as described in Section 5.2) the affirmative vote of a majority of the members of the Board of Directors, including, the affirmative vote of a director of the Company designated by the BoardBear Stearns Parties and the affirmative vote of a director of the Companx xxxxxnated by the Management Parties (who shall be Julian Geiger if he is then a director of the Company) in the case ox (x) xxxxx xnd the affirmative vote of an independent director appointed pursuant to Section 5.2.3 (if any) in the case of (ii), (iii), (iv) or (v), shall be necessary for authorizing, effecting or validating: (i) any increase or decrease in the size of the Board of Directors (other than as described in Section 5.9 below); (ii) any merger redemption or issuance repurchase by the Company of voting securities that does not result in a Person or group of Persons acting together that would constitute a “group” for purposes of Section 13(d) of any Common Stock held by the Exchange Act becoming the holder of greater than thirty percent (30%) of the voting securities of the Company, or Bear Stearns Stockholders; (iii) any reorganization redemption or recapitalization repuxxxxxx by the Company of, or payment of dividends on, any shares of Series B Preferred Stock held by the Bear Stearns Stockholders in circumstances where redemption, repuxxxxxx or such payment of dividends is not permitted by the Company's Amended and Restated Certificate of Incorporation (as the same may be amended from time to time). It is expressly agreed that does not violate clauses neither (a) payment of accrued dividends on the Series B Preferred Stock nor (b) redemption or repurchase of any shares of Series B Preferred Stock following any election by the Series B Majority Holders to demand redemption of any shares of Series B Preferred Stock pursuant to the Amended and Restated Certificate of Incorporation of the Company shall require any consent hereunder, (civ) any Transaction, entered into by the Company or any of this Section 2.11)its Subsidiaries, with or for the benefit of any Bear Stearns Stockholder or any Related Party of any Bear Stearns Xxxxxxolder unless: (a) such Transaction is on terms xx xxxs favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person; or (b) any liquidation or dissolution (or such Transaction is pursuant to the adoption of a plan of liquidation or dissolution) Management Services Agreement between the Company and Bear Stearns dated as of the Company, except for a liquidation or dissolution date hereof as the same may be amendxx xxxx time to time (or the adoption of a plan of liquidation or dissolution) in connection with an involuntary case within the meaning of any bankruptcy or similar Law relating to insolvency"Management Services Agreement"); or (cv) any material amendment to or modification of the Organizational Documents of the Company that materially and adversely affects EAH in its capacity as stockholder of the Company; (d) relocation of the domicile of the Company; (e) any change to the Company’s corporate name; (f) any change to the size of the Board; or (g) any corporate action that would have the effect of eliminating, or materially adversely affecting, any approval right to which EAH is then entitled pursuant to clauses (a) through (e) of this Section 2.11Management Services Agreement.

Certain Approvals. For so long (a) Except as the Embraer Group collectively holds a number of Shares representing at least thirty-five percent (35%) of the Shares then issued and outstandingotherwise expressly provided for herein, the Company will shall not, and shall not undertakepermit any of its Material Subsidiaries to, or agree to undertake, whether directly or indirectly, take any of the following actions without the prior written consent approval of EAHa Simple Majority of the shareholders of the Company: (i) amend or restate (whether by merger, amalgamation, consolidation or otherwise), or waive, any provision of the Memorandum of Association or the Bye-laws or similar organizational documents of the Company or a Material Subsidiary of the Company in any material respect; provided that or (ii) agree or otherwise enter into binding commitments to take any actions set forth above (unless subject to the extent foregoing approval). (b) Except as otherwise expressly provided for herein, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, take any of the following actions without the approval of a Qualified Majority of the Board of Directors: (i) dissolve, voluntarily liquidate or wind-up the Company; (ii) adopt, materially modify or terminate any investment policy, or make any investment not in accordance with any applicable investment policy; provided, however, that the Company may, and may permit any of its Subsidiaries to, immaterially modify such action requires stockholders consent or approval as a matter of Lawinvestment policy; provided, consent or approval given by EAH further, that, for such purpose shall constitute consent for the purpose purposes of this Section 2.11: 3.6(b)(ii), the retention or termination of the Investment Manager or any successor investment manager or any investment advisor shall be deemed a “material” modification of such investment policy; (aiii) enter into or consummate any transaction or series of related transactions that results in a direct or indirect sale (including by way of involving any merger, amalgamation, consolidation, recapitalizationexchange, reorganizationscheme of arrangement, transfer, sale recapitalization or other similar business combination or similar transaction) of greater than thirty percent (30%) of the property or assets, or greater than thirty percent (30%) of the voting securities of, the Company (transaction other than (i) pursuant to any offer to purchase securities made directly to the stockholders merger or consolidation solely between or among any two or more wholly owned Subsidiaries of the Company that is are not subject Material Subsidiaries; (iv) enter into or consummate any transaction or series of transactions involving any sale, pledge, transfer or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries; (v) change the number of directors which the Board of Directors shall consist of (which number of directors shall be not less than the minimum nor more than the maximum number of directors specified in Section 3.1); or (vi) agree or otherwise enter into binding commitments to approval take any actions set forth above. (c) Except as otherwise expressly provided for herein or as otherwise provided for in any charter of any committee of the Board of Directors which has been approved by the BoardBoard of the Directors, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, take any of the following actions without the approval of a Simple Majority of the Board of Directors: (i) except as otherwise provided for in the Registration Rights Agreement, initiate any registered public offering of Company Shares or shares of any Subsidiary; (ii) redeem or repurchase, or cancel, any merger Company Securities or issuance of voting securities that does not result in a Person any Subsidiary Securities; (1) recapitalize or group of Persons acting together that would constitute a “group” for purposes of Section 13(d) reclassify any of the Exchange Act becoming the holder of greater than thirty percent (30%) of the voting securities of the CompanyCompany Securities, including any stock split, stock dividend, or reverse stock split, or any similar change in capitalization; (iii) enter into or consummate any reorganization transaction or recapitalization series of transactions involving (A) the sale, pledge, transfer or other disposition by the Company or any of its Subsidiaries (except those made to manage the investment portfolio of the Company or the applicable Subsidiary in accordance with the applicable investment policy) of assets having a fair market value that does not violate clauses (b) equals or exceeds $5,000,000 individually or $10,000,000 in the aggregate in any 12- month period or (cB) the purchase, lease, license or other acquisition by the Company or any of this Section 2.11); (b) its Subsidiaries of any liquidation equity interests, business, assets or dissolution (operations of any other Person for consideration, including liabilities or the adoption of a plan of liquidation or dissolution) of the Company, except for a liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) obligations assumed in connection with an involuntary case within therewith, that equals or exceeds $5,000,000 individually or $10,000,000 in the meaning of aggregate in any 12-month period; (iv) enter into any joint venture or similar strategic relationship; (v) enter into any bankruptcy or similar Law relating to insolvency; (c) proceedings, including assigning any amendment to or modification of the Organizational Documents assets of the Company that materially and adversely affects EAH or any of its Subsidiaries for the benefit of a creditor; (vi) (A) adopt or amend any annual business plan (including any new or discontinued lines of business) or annual budget, (B) deviate in its capacity as stockholder of the Company; (d) relocation of the domicile of the Company; (e) any change to the Company’s corporate name; (f) material respect from any change to the size of the Board; or (g) any corporate action that would have the effect of eliminating, or materially adversely affecting, any approval right to which EAH is then entitled pursuant to clauses (a) through (e) of annual business plan approved in accordance with this Section 2.11.3.6(c)