Consent Rights Clause Samples

Consent Rights. For so long as the Silver Lake Transferee Group and their Affiliates collectively beneficially own a number of shares of Common Stock equal to at least 25% of the outstanding shares of Common Stock immediately following the IPO, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the Silver Lake Transferee Group: (a) entering into or effecting a Change in Control; (b) entering into, or materially amending, any agreement providing for the acquisition or divestiture of assets or Equity Securities of any Person, in each case providing for aggregate consideration in excess of $100 million; (c) entering into, or materially amending, any joint venture or similar business alliance having a fair market value as of the date of formation thereof (as reasonably determined by the Board) in excess of $100 million; (d) issuing, or materially amending the terms of, Equity Securities, other than issuances made under or pursuant to the First Advantage Corporation 2021 Omnibus Incentive Plan, the First Advantage Corporation 2021 Employee Stock Purchase Plan and such other equity incentive plans that have been duly approved and adopted by stockholders holding a majority of the Common Stock of the Company; (e) incurring indebtedness for borrowed money (including through capital leases, incurrence of loans, issuance of debt securities or guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $100 million or materially amending the terms thereof, other than (x) the incurrence of trade payables arising in the ordinary course of business of the Company and its Subsidiaries or (y) borrowings under the Company’s revolving credit facility (or amendments, extensions, or replacements thereof); provided, that the initial entry into the revolving credit facility and any increase in borrowing capacity thereunder shall be subject to approval as set forth in this Section; (f) increasing or reducing the size of the Board of the Company; (g) initiating any liquidation, dissolution, bankruptcy or other insolvency proceeding involving the Company or any of its significant subsidiaries; (h) terminating the employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company; and (i) making any material chang...

Consent Rights. So long as the Conversant Parties Beneficially Own at least 15% of the outstanding shares of Common Stock on an as-converted basis, the Company shall not, without the prior approval or written consent of Investor A (such approval or consent not to be unreasonably withheld, conditioned or delayed): (a) materially change the principal business of the Company, enter into new lines of business or exit the Company’s current line of business; (b) enter into an agreement with respect to, or consummate, any acquisition (whether by merger, stock purchase, asset purchase or otherwise) of another business or Person involving the payment, contribution or assignment by or to the Company or its subsidiaries of money or assets in an amount exceeding $10,000,000; (c) with respect to the Company only, issue Equity Securities of the Company that, assuming full conversion or exercise of convertible and exercisable securities, would represent in the aggregate either (i) a value equal to or greater than 20% of the Company’s outstanding shares of Common Stock on an as-converted basis as of the date of the Original Investor Rights Agreement or (ii) a number of shares of Common Stock equal to or greater than 20% of the number of shares of Common Stock outstanding on an as-converted basis as of the date of the Original Investor Rights Agreement; (d) sell or otherwise Transfer Equity Securities of any Subsidiary of the Company to a Person other than the Company or a wholly owned Subsidiary of the Company and with respect to any Subsidiary of the Company, issue or sell any Equity Securities of such Subsidiary to a Person other than the Company or a wholly owned Subsidiary of the Company; (e) enter into an agreement with respect to (or otherwise consummate) a Change of Control (as defined in the Certificate of Designations); (f) consummate any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or file a petition under bankruptcy or insolvency law; (g) purchase or redeem or make any distribution or declare any dividend on Equity Securities of the Company or any of its Subsidiaries ranking junior to the Series A Preferred Stock other than (i) redemptions of or dividends or distributions on the Series A Preferred Stock or in which the Series A Preferred Stock participates pursuant to the Certificate of Designations, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock, and (ii...

Consent Rights. For so long as the Pre-IPO Owners collectively beneficially own at least 30% of the then outstanding shares of Common Stock and the Blackstone Parties are entitled to designate at least one Director pursuant to Section 2.1(a), the following actions shall require the prior consent of the Blackstone Parties delivered in accordance with Section 4.13, which consent may be withheld for any reason or no reason, in addition to the Board’s approval (or, as applicable, the approval of the requisite governing body of any Subsidiary of the Company, the approval of the board of managers of 313 Acquisition or any requisite statutory vote): (a) changing the size or the composition of the Board or any committee of the Board, except as expressly provided for in this Agreement or in the Company’s certificate of incorporation then in effect; (b) entering into, or agreeing or otherwise committing to enter into, any business or operations other than those businesses and operations of the same or similar nature to those which are being conducted by the Company or its Subsidiaries as of the date of this Agreement, or any other change, through any acquisition, disposition of assets or otherwise, in the nature of the business or operations of the Company or any of its Subsidiaries as of the date of this Agreement; (c) voluntarily initiating any liquidation, dissolution or winding up of the Company or any of its Subsidiaries, permitting the commencement of a proceeding for bankruptcy, insolvency, receivership or similar action with respect to the Company or any of its Subsidiaries, the decision not to oppose any similar proceeding commenced by a third party or the adoption of any plan or proposal with respect to any of the foregoing or any reorganization or recapitalization of the Company or any of its Subsidiaries; (d) any Change of Control, except as expressly provided for by the LLC Agreement; (e) entering into any agreement providing for the acquisition or divestiture of assets or Persons, in each such case involving consideration payable or receivable by the Company or any of its Subsidiaries in excess of $100 million in the aggregate in any single transaction or series of related transactions during any twelve-month period; (f) any incurrence by the Company or any of its Subsidiaries of Indebtedness or entry into Tax Equity Financing in excess of $200 million in the aggregate in any single transaction or series of related transactions; (g) any issuance or series of related i...

Consent Rights. (a) Until the Second Trigger Date, the Company shall not, and shall cause the other members of the Company Group not to, directly or indirectly, do any of the following without the prior written consent of ▇▇▇▇▇▇▇: (i) any merger, consolidation, reorganization, conversion or any other business combination involving the Company, or sale of all or substantially all of the consolidated assets of the Company; (ii) any acquisition (including by merger, consolidation, acquisition of stock or assets or otherwise) of any businesses, assets, operations or securities comprising a business (other than capital expenditures) with a value in excess of $50,000,000 in any transaction or series of related transactions; (iii) any redemption, repurchase, cancellation or other acquisition or any offer to redeem, repurchase, cancel or otherwise acquire Company Securities or any equity or equity-linked securities of any Subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act (a “Significant Subsidiary”), other than (A) repurchases of Company Common Stock of no more than $50,000,000 in any 12-month period and that are approved by the Company Board or (B) repurchases of equity or equity-linked securities of any Wholly Owned Subsidiary of the Company by the Company or any of its Wholly Owned Subsidiaries; (iv) the declaration or payment of a cash or other dividend or any other distribution on the Company Securities or any equity or equity-linked securities of any Significant Subsidiary other than to the Company or one of its Wholly Owned Subsidiaries; (v) any recapitalization, reclassification, spin-off or combination of any Company Securities or any equity or equity-linked securities of any Significant Subsidiary, other than a recapitalization, reclassification or combination of equity or equity-linked securities of a Wholly Owned Subsidiary of the Company (and solely involving Wholly Owned Subsidiaries of the Company) that remains a Wholly Owned Subsidiary of the Company after the consummation of such transaction and that does not have any adverse tax consequences to the ▇▇▇▇▇▇▇ Group; (vi) any sale, transfer, lease, pledge, abandonment or other disposition or exclusive license (in each case of the foregoing, including by merger, consolidation, reorganization, conversion, joint venture, sale of stock or assets or otherwise) of any assets, businesses, interests, properties, securities or Persons in with a value...

Consent Rights. For as long as the Locked-up Shareholders beneficially own, directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding Shares, the Company shall not take, and shall cause its subsidiaries and any of the Company’s controlled Affiliates not to take, any of the following actions without the approval of a resolution passed by a simple majority of the votes cast by the holders of ordinary shares of the Company at a duly convened general meeting of the Company, provided that Locked-up Shareholders collectively holding at least twenty percent (20%) or more of all issued and outstanding Shares held by the Locked-up Shareholders in the aggregate vote in favor of such resolution: (a) entrance into, or a Material Revision of, any Equity Compensation Plan (including any long term incentive plan) of the Company, provided that such plan provides for the issuance of additional Shares in excess of one-half of one percent (0.5%) of the then-outstanding share capital of the Company (without regard to any “evergreen” provision contained therein); (b) the issuance of Shares, or of securities convertible into or exercisable for Shares, in any transaction or series of related transactions if (i) the Shares have, or will have upon issuance, voting power equal to or in excess of twenty percent (20%) of the voting power outstanding before the issuance of such Shares or of securities convertible into or exercisable for Shares, or (ii) the number of Shares to be issued is, or will be upon issuance, equal to or in excess of twenty percent (20%) of the number of Shares outstanding immediately prior to the issuance of the Shares or of securities convertible into or exercisable for Shares, provided that, notwithstanding the foregoing, consent pursuant to this Section 7 is not required for any such issuance involving (A) any public offering for cash, or (B) any bona fide private financing, if such financing involves a sale of Shares, for cash, at a price at least as great as the Minimum Price or securities convertible into or exercisable for Shares, for cash, if the conversion or exercise price is at least as great as the Minimum Price; and (c) prior to the issuance of Shares, or of securities convertible into or exercisable for Shares, in any transaction or series of related transactions if the number of Shares to be issued, or if the number of Shares into which the securities may be convertible or exercisable, exceeds either one percent (1%) of ...

Consent Rights. For so long as RJS is entitled to designate a Designated Director pursuant to Section 2, Talen shall not take any of the following actions or enter into any arrangement or contract to do any of the following actions without the prior written consent of RJS: (a) create, authorize or issue any class of capital stock or series of preferred stock in an amount greater than $100 million, the terms of which expressly provide that such class or series will rank senior to the Talen Common Stock; (b) declare or make any direct or indirect dividend, other than any dividend (or other distribution) in cash or shares of Talen Common Stock pro rata to all holders of Talen Common Stock; (c) amend, repeal, modify or alter the Talen Charter or Talen Bylaws in a manner that would adversely affect RJS’ rights or obligations under this Agreement; (d) unless the Board (other than the RJS Designated Directors but including the Independent Designated Director) unanimously approves such a transaction, any (i) acquisition (whether by merger or otherwise) by Talen or any of its Subsidiaries of any capital stock, ownership interests, equity interests or assets of any Person, or the acquisition by Talen or any of its Subsidiaries by any other manner of any business, properties, assets or Persons in one transaction or a series of related transactions, or (ii) disposition (whether by merger or otherwise) of assets of Talen or its Subsidiaries or the shares or other capital stock, ownership interests or equity interests of any Subsidiary of Talen, in each case, where the amount of consideration for such acquisition or disposition individually exceeds 20% of the market capitalization of Talen; (e) unless the Board (other than the RJS Designated Directors but including the Independent Designated Director) unanimously approves such a transaction, any merger or consolidation of Talen; (f) enter into, make, amend or conduct any transaction, contract, agreement or understanding with or for the benefit of PPL or its Subsidiaries, other than (i) transactions that do not exceed $100 million in the aggregate in any calendar year; provided that, any transaction with or for the benefit of PPL must be on arm’s length terms, and (ii) any load-following deals, transmission and interconnection charges or contracts between PPL EnergyPlus, LLC and PPL Solutions, LLC; (g) adopt, approve of or issue any “poison pill” or similar rights plan that would treat RJS as an acquiring person; (h) the adoption of any...

Consent Rights. From the Effective Time (as such term is defined in the Purchase Agreement) until the Closing (the “Consent Period”), without the prior consent of a majority of the Independent Directors, the Controlling Partnership shall not, and shall not permit the Purchaser GP or any Consolidated Person (as defined in the Purchase Agreement) to: (i) enter into any amendment to the Exchange Agreement, the Tax Receivables Agreement, a Lock-Up Agreement, the Controlling Partnership LPA, the Management Holdings LPA, the Fund Holdings LPA, the Purchaser LPA or the Controlling Partnership GP Agreement (each as defined in the Purchase Agreement), or any Contribution and Indemnification Agreement (each of the foregoing, a “Covered Agreement”) that, in the reasonable judgment of the Controlling Partnership, is or will result in a conflict of interest or would have a materially disproportional impact on KPE, (ii) enter into any transaction or series of related transactions involving an aggregate amount in excess of $20 million with any related person (as such term is defined in Item 404 of Regulation S-K under the Securities Act) of the Controlling Partnership, the Purchaser GP or Consolidated Person (other than any related person that is another Consolidated Person or an investment fund or investment vehicle that is managed, sponsored, or otherwise advised by the Controlling Partnership, the Purchaser GP or any Consolidated Person) (a “Related Person”) that is the type of transaction that would be required to be disclosed under the Securities Act by the Controlling Partnership, the Purchaser GP or such Consolidated Person pursuant to Item 404 of Regulation S-K under the Securities Act if the Controlling Partnership, the Purchaser, the Purchaser GP or such Consolidated Person were subject to the disclosure requirements of such Item (provided, however, that, except with respect to any transaction for which the restrictions of clause (ii) do not apply by virtue of the proviso below, the Controlling Partnership shall on at least a quarterly basis provide a report in reasonable detail of transactions which would be covered by this clause (ii) but for the requirement set forth in this clause (ii) as to a minimum aggregate amount), (iii) except in accordance with the Exchange Agreement, enter into any transaction with any Related Person if such transaction would reduce the percentage of KPE’s direct or indirect equity interest in any Consolidated Person or the percentage of the equity...

Consent Rights. (a) In addition to any vote or consent of the Board or the stockholders of the Company required by law or the Charter, and notwithstanding anything in this Agreement to the contrary, the Company shall not, and to the extent applicable, shall not permit any Subsidiary of the Company to, take any of the following actions, or enter into any arrangement or contract to do any of the following actions, without the consent in writing of at least one CD&R Designee and one KKR Designee (the consent of the “Required Directors”), which shall be necessary for authorizing, effecting or validating such transactions; provided that if the CD&R Investors or the KKR Investors, as applicable, are no longer entitled to appoint a Stockholder Designee, any such action shall, subject to Section 2.8(a), require the written consent of the CD&R Investors or the KKR Investors, as applicable: (i) except as provided in Section 2.4, the selection, hiring, termination or removal of the CEO, any Person hired to replace the CEO, the continuation of a CD&R Designee as interim CEO for a period of greater than six months, and any determination of the compensation of the CEO of the Company or his or her direct reports; (ii) any (A) merger or consolidation with or into any other Person, or any acquisition of another Person, whether in a single transaction or a series of related transactions, other than any Exempt Transaction, (B) proposed transaction or series of related transactions involving a Change of Control of the Company, or (C) proposed Transfer by a Stockholder except to a Permitted Transferee; (iii) the incurrence of indebtedness for borrowed money (including through capital leases, the issuance of debt securities or the guarantee of indebtedness of another Person) other than the incurrence of trade payables arising in the ordinary course of operating the business; (iv) any authorization, creation (by way of reclassification, merger, consolidation or otherwise) or issuance of any securities of the Company and for the avoidance of doubt, in connection with an Exempt Transaction), other than (A) the issuance of Reserved Employee Shares, or (B) the issuance of any securities as consideration in, or in connection with, a transaction approved pursuant to Sections 2.5(a)(ii) or (xiii); (v) any redemption, acquisition or other purchase of any shares of Common Stock (a “Repurchase”) other than a Repurchase from an employee (not including the CEO) in connection with such employee’s terminatio...

Consent Rights. The Intercreditor Agreement will also delineate in considerable detail when and which provisions of the loan documents cannot be amended or modified without the opposing lender’s consent. As a general rule, the mezzanine lender will, for example, have considerable rights to consent to proposed changes to the senior loan document while the senior loan is performing. These consent rights will be curtailed significantly if the senior loan is in default and/or not being cured by the mezzanine lender. Depending on the nature of the deal, there may be additional concepts in the underlying loan documents that a party will want to incorporate into the standard list of provisions that cannot be amended without its prior consent. It is customary that the consent of the other lender will be required for loan document modifications that will increase the financial obligations of the borrower or stress the performance of the underlying property, or decrease the likelihood of repayment of the opposing lender’s loan.