Certain Board Approvals. Without the approval of a majority of the Directors, including the approval of each of the Key Individuals then-serving as a Director (“Special Majority Board Approval”), PubCo agrees that it shall not, and shall cause each of its Subsidiaries not to:
Certain Board Approvals. In the event that the Company becomes governed by Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”), the Board shall take all Necessary Action so that the restrictions on “business combinations” contained in Section 203 of the DGCL shall not apply to NLI or any of its “affiliates” or “associates” (as defined in Section 203(c)(1) and Section 203(c)(2) of the DGCL) as of the date hereof. In addition to the extent requested by NLI, the Board shall take all Necessary Action so that the restrictions on “business combinations” contained in Section 203 of the DGCL shall not apply to any person who becomes an “affiliate” or “associate” of NLI following the time at which the Company becomes governed by Section 203 of the DGCL, unless the Board determines in good faith, after consultation with outside counsel, that such exemption would be inconsistent with the Board’s fiduciary duty under Applicable Law or with the rules and regulations of the Exchange. Notwithstanding the foregoing, if at any time NLI ceases to “own” (as defined in Section 203(c)(9) of the DGCL) at least 15% of the outstanding “voting stock” (as defined in Section 203(c)(8) of the DGCL) of the Company (other than as a result of action taken solely by the Company), the Board shall not be required to take any action that will result in the restrictions on “business combinations” not applying NLI or its “affiliates” or “associates” under this Section 3.6.
Certain Board Approvals. For as long as (x) ATN Unitholders collectively hold 40% or more of the issued and outstanding Common Units or (y) F3C Unitholders collectively hold 40% or more of the issued and outstanding Common Units, then, without the prior approval of at least four Managers, the Company shall not (and shall not authorize or permit any Company Subsidiary to), and each Member shall not authorize or permit the Company or any Company Subsidiary to:
(i) offer to hire or hire, or terminate the employment of, ALSK’s chief executive officer;
(ii) adopt any annual budget that provides for capital expenditures in excess of 30% of the Company’s total consolidated revenues over the 12 completed calendar months immediately preceding the adoption of such budget, as determined in accordance with GAAP (excluding any capital expenditures eligible for reimbursement by any customer of the Company or Company Subsidiary or by a Governmental Authority, such as a Special Project (as defined in the Merger Agreement));
(iii) adopt any equity (or equity-linked) compensation plan other than the 2021 Stock Option Plan; materially amend, terminate or repeal any equity (or equity-linked) compensation plan (including the 2021 Stock Option Plan); grant or issue any Equity Interests as incentive compensation under any equity (or equity-linked) compensation plan other than the 2021 Stock Option Plan; or materially amend or waive the terms of any option or other grant or award to senior management under the 2021 Stock Option Plan or any other equity (or equity-linked) compensation plan; or
(iv) acquire or dispose of Equity Interests or assets of any Person if the value of Equity Interests and assets subject to such acquisition or disposition (whether effectuated in one transaction or a series of related transactions) exceeds 20% of total consolidated assets or consolidated operating income of the Company, each as determined in accordance with GAAP based on the Company’s most recent audited consolidated financial statements.
Certain Board Approvals. Without Special Majority Board Approval, PubCo agrees that it shall not, and shall cause each of its Subsidiaries not to:
(a) Amend the Organizational Documents;
(b) issue any Vote Required Securities or any other Equity Securities that would require the approval of the stockholders of PubCo under applicable rules of the New York Stock Exchange or any other securities exchange on which the Equity Securities of PubCo are then listed;
(c) create any new employee equity incentive plan or Amend any existing employee equity incentive plan, including by increasing the number of Equity Securities available for issuance under any such employee equity incentive plan (for the avoidance of doubt, this Section 2.2(c) shall not prohibit or otherwise limit PubCo or its applicable Subsidiary’s ability to issue Specified Equity or issue Non-Reserved Carry);
(d) making any dividends or other similar distributions in respect of Equity Securities in each case, other than (i) as solely between PubCo and a Subsidiary of PubCo or solely between Subsidiaries of PubCo, (ii) as required by or in accordance with (to the extent any dividend or other distribution is contemplated by) any definitive agreement to which PubCo or any of its Subsidiaries is party that was entered into prior to the date hereof, any arms’ length agreement with a third party that is not a Related Party or as approved by the Board (including tax distributions and other distributions in accordance with the A&R Blue Owl Holdings LP Agreement or the A&R Blue Owl Carry LP Agreement), (iii) in accordance with a dividend or distribution policy previously approved by the Board, or (iv) in the case of dividends or distributions from Blue Owl Holdings or Blue Owl Carry on a pro rata basis, or in the case of Subsidiaries of Blue Owl Holdings and Blue Owl Carry, to the extent Blue Owl Holdings or Blue Owl Carry (or a Subsidiary of either of them) receives no less than its pro rata share;
(e) repurchasing Equity Securities of PubCo, Blue Owl GP or (other than in connection with an Exchange) Blue Owl Holdings or Blue Owl Carry;
(f) effect any acquisition or investment in assets or Equity Securities for aggregate consideration representing more than 5% of the equity market capitalization of PubCo (assuming all Blue Owl Holdings Common Units and Blue Owl Carry Common Units were Exchanged), determined as of the execution of the definitive agreement with respect thereto;
(g) [intentionally omitted];
(h) incur or guarantee any ...
Certain Board Approvals
