Consent of Holders of Class B Common Stock Clause Samples

Consent of Holders of Class B Common Stock. (a) In addition to any other vote required by law or by the Amended and Restated Certificate of Incorporation of Qualtrics, prior to the Operative Date (as defined in the Amended and Restated Certificate of Incorporation of Qualtrics), the prior affirmative vote of the holders of a majority of the outstanding shares of the Class B common stock, voting separately as a class, shall be required to authorize Qualtrics to (and (in the case of clauses (iii) through (x) and (xiii) below) to authorize or permit any Subsidiary of Qualtrics to), in each case whether directly or indirectly and whether by merger, consolidation, division, operation of law or otherwise: (i) adopt or implement any stockholder rights plan or similar takeover defense measure; (ii) consolidate or merge with or into any Person; (iii) permit any Subsidiary to consolidate or merge with or into any Person (other than (a) a consolidation or merger of a Wholly-Owned Subsidiary with or into Qualtrics or with or into another Wholly-Owned Subsidiary or (b) in connection with a Permitted Acquisition); (iv) directly or indirectly acquire Stock, Stock Equivalents or assets (including, without limitation, any business or operating unit) of any Person (other than Qualtrics or its Subsidiaries), in each case in a single transaction or series of related transactions, involving consideration (whether in cash, securities, assets or otherwise, and including Indebtedness assumed by Qualtrics or any of its Subsidiaries and Indebtedness of any entity so acquired) paid or delivered by Qualtrics and its Subsidiaries in excess of $100,000,000; provided, however, that this Section 3.2(a)(iv) shall not require the vote of the holders of Class B common stock in connection with acquisitions of securities pursuant to portfolio investment decisions in the ordinary course of business or transactions to which Qualtrics and one or more Wholly-Owned Subsidiaries are the only parties; (v) issue any Stock or any Stock Equivalents, except (A) the issuance of shares of Stock of a Wholly-Owned Subsidiary of Qualtrics to Qualtrics or another Wholly-Owned Subsidiary of Qualtrics, (B) pursuant to the IPO or in private placement transactions after the filing of the IPO Registration Statement and occurring substantially concurrent with or prior to the IPO Date or (C) the issuance of shares of Class A common stock or options or other rights to purchase or acquire Class A common stock pursuant to employee benefit plans or programs, incl...