Common use of Consent Rights Clause in Contracts

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 issuances of equity securities by the Company or any of its Subsidiaries for an aggregate consideration in excess of $100 million; (h) entering into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or its Subsidiaries of assets (including stock of Subsidiaries) having an aggregate Fair Market Value in excess of $100 million, other than transactions solely between and among the Company and its wholly owned Subsidiaries; (i) any amendment, modification or waiver of this Agreement or the Employee Stockholders Agreement; and (j) any amendment, modification or waiver of the Company’s certificate of incorporation, bylaws or any other governing document of the Company following the Closing Date.

Consent Rights. (a) For so long as the Pre-IPO Owners collectively beneficially own TPG, together with its Affiliates, owns at least 30% the greater of (i) twenty-five percent (25%) of the outstanding Common Stock on an as-converted basis that TPG, together with its Affiliates, owned as of the Closing or (ii) ten percent (10%) of the Company’s then outstanding Common Stock on an as-converted basis, prior written consent of TPG will be required for: (A) Any modification or amendment of the Company’s or any of its subsidiaries’ articles of incorporation, certificates of incorporation, bylaws, operating agreement or similar organizational documents (whether by merger, consolidation or otherwise), including the reclassification of any 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 (orCapital Stock, as applicable, the approval provided that no consent 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): TPG will be required under this Section 2.2(a) if (a) changing with respect to the size Company or Avatar Properties Inc., such modification or amendment does not adversely alter or affect the composition rights of TPG under such document in any respect or (b) with respect to any other Company subsidiary, such modification or amendment does not materially adversely alter or affect the Board or any committee rights of the Board, except as expressly provided for in this Agreement or in the Company’s certificate of incorporation then in effectTPG under such document; (b1) entering intoAny voluntary liquidation, dissolution 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 winding-up of the business or operations and affairs of the Company or any of its Subsidiaries as subsidiaries, (2) any filing of any bankruptcy petition or assignment for the benefit of creditors generally, (3) any commencement of any voluntary proceeding that seeks reorganization or other relief under any bankruptcy or similar Law, (4) any seeking 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 appointment of a proceeding for bankruptcytrustee, insolvencyreceiver, receivership custodian or other similar action official with respect to the Company or any of its Subsidiariessubsidiaries or any substantial part of the Company’s or any of its subsidiaries’ property, the decision not to oppose (5) any similar proceeding commenced by a third party or the adoption of any plan or proposal with respect consent to any involuntary bankruptcy or similar proceeding, and (6) any authorization, approval, adoption or giving effect to any resolution or agreement or plan of the foregoing voluntary liquidation, dissolution or any reorganization or recapitalization winding-up of the Company or any of its Subsidiariessubsidiaries; (dC) Any increase or decrease of the size of the Company Board or any Change of Control, except as expressly provided for by the LLC AgreementCommittee; (eD) 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 Any change in the aggregate in any single transaction charter of the Finance Committee or series of related transactions during any twelve-month period; the Compensation Committee (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 issuances of equity securities by the Company or any of its Subsidiaries for an aggregate consideration in excess of $100 million; (h) entering into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or its Subsidiaries of assets (including stock of Subsidiaries) having an aggregate Fair Market Value in excess of $100 million, other than transactions solely between and among the Company and its wholly owned Subsidiaries; (i) as expressly contemplated hereby or as may be required to comply with any amendment, modification applicable SEC or waiver of this Agreement NASDAQ rule or the Employee Stockholders Agreementother applicable Law); and (jE) any amendmentAny Equity Issuance of Securities that rank senior to the Common Stock. (b) The rights of TPG and its Affiliates set forth in this Section 3.2 shall be in addition to, modification or waiver and not in limitation of, such voting rights that TPG and its Affiliates may otherwise have as holders of Capital Stock of the Company’s certificate of incorporation, bylaws or any other governing document of the Company following the Closing Datesubject to Section 5.1.

Consent Rights. For so long as the Pre-IPO Owners collectively beneficially own at least 30% of the then outstanding shares of Common Stock The Company hereby covenants and the Blackstone Parties are entitled to designate at least one Director pursuant to Section 2.1(a), the following actions agrees with each Major Stockholder that it shall require the prior consent of the Blackstone Parties delivered in accordance with Section 4.13, which consent may be withheld for any reason not (and shall not cause or no reason, in addition to the Board’s approval (or, as applicable, the approval of the requisite governing body of permit any Subsidiary of the CompanyCompany to) cause or permit to occur (or approve or enter into any binding obligation to effect), any of the following matters without first obtaining the written approval of the board of managers of 313 Acquisition or any requisite statutory vote):each Major Stockholder: (a) changing the size any liquidation, dissolution, winding up or the composition bankruptcy filing of any member 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 effectCompany Group; (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 change in the Company or its Subsidiaries as Group’s principal lines 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 Agreementbusiness; (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 other than a Sale of the Company that is subject to Section 7 (which shall be governed by Section 7); (d) the incurrence, assumption, endorsement, or guaranty of Indebtedness by the LLC AgreementCompany or its Subsidiaries, other than (i) Indebtedness existing as of the Effective Time, after giving effect to the transactions contemplated by the Transaction Support Agreement to be consummated on such date, as set forth on Schedule I (the “Existing Indebtedness”), and (ii) other Indebtedness (that is not Existing Indebtedness) not in excess of $1,000,000 of borrowings in the aggregate; (e) entering into any agreement providing for the acquisition or divestiture of assets or Personssecurities, whether through merger, consolidation, share exchange, business combination, securities purchase, asset purchase or otherwise, or any investment in each such case involving consideration payable or receivable any Person, by the Company or any of its Subsidiaries in excess of $100 million in the aggregate Group in any single transaction or series of related transactions during any twelve-month periodfor consideration in excess of $1,000,000; (f) any incurrence by the sale, assignment, transfer, conveyance, leasing, exclusive licensing, or other disposition of assets of the Company or any of its Subsidiaries of Indebtedness or entry into Tax Equity Financing in excess of $200 million in the aggregate Group, in any single transaction or series of related transactions, with a fair market value in excess of $500,000; (g) any issuance issuance, sale, distribution, grant, or series Transfer of related issuances any shares of capital stock or other equity securities by of the Company or any other member of its Subsidiaries for an aggregate consideration the Company Group (or securities convertible or exercisable therefor) including but not limited to warrants and stock options (other than shares of Common Stock issued: (i) pursuant to the exercise of any conversion rights set forth in excess the Certificate of $100 millionIncorporation; (ii) upon vesting or exercise of awards issued under the MIP or the Company’s 2019 Incentive Award Plan; or (iii) upon exercise of any warrants outstanding as of the Effective Time to purchase Common Stock); (h) entering into any joint venture redemption, repurchase or similar business alliance involving investment, contribution or disposition by other acquisition of any securities of the Company or its Subsidiaries any other member of assets (including stock of Subsidiaries) having an aggregate Fair Market Value in excess of $100 millionthe Company Group, other than transactions solely between and among the Company and its wholly owned Subsidiaries; (i) any amendment, modification or waiver of this Agreement or pursuant to employment arrangements that are known to the Employee Stockholders Agreement; Board and that existed prior to the Effective Time and (j) any amendment, modification or waiver of the Company’s certificate of incorporation, bylaws or any other governing document of the Company following the Closing Date.

Consent Rights. (a) For so long as the Pre-IPO Owners collectively beneficially own TPG, together with its Affiliates, Beneficially Owns at least 30% twenty two and a half percent (22.5%) of the then outstanding Common Stock on an as-converted basis, prior written consent of TPG will be required for: (i) Any modification or amendment of the Company’s or any of its subsidiaries’ articles of incorporation, bylaws, operating agreement or similar organizational documents (whether by merger, consolidation or otherwise), including the reclassification of any shares of Common Stock and the Blackstone Parties are entitled to designate at least one Director pursuant to Section 2.1(acapital stock), 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 in 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 effectmanner adverse to TPG; (bii) entering intoAny (A) voluntary liquidation, dissolution 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 winding-up of the business or operations and affairs of the Company or any of its Subsidiaries as subsidiaries, (B) any filing of any bankruptcy petition or assignment for the benefit of creditors generally, (C) any commencement of any voluntary proceeding that seeks reorganization or other relief under any bankruptcy or similar Law, (D) any seeking 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 appointment of a proceeding for bankruptcytrustee, insolvencyreceiver, receivership custodian or other similar action official with respect to the Company or any of its Subsidiariessubsidiaries or any substantial part of the Company’s or any of its subsidiaries’ property, the decision not to oppose (E) any similar proceeding commenced by a third party or the adoption of any plan or proposal with respect consent to any involuntary bankruptcy or similar proceeding, and (F) any authorization, approval, adoption or giving effect to any resolution or agreement or plan of the foregoing voluntary liquidation, dissolution or any reorganization or recapitalization winding-up of the Company or any of its Subsidiariessubsidiaries; (diii) Any decision by the Company Board to cause the Company not to elect to qualify as a real estate investment trust under the Code; (iv) Any increase or decrease of the size of the Company Board or any Committee; (v) Any change in the rights and responsibilities of either the Investment Committee or the Compensation Committee (or any additional Committee created in accordance with the last sentence of Section 2.1(b)) as set forth in Exhibit A or Exhibit B, as applicable (other than as expressly contemplated hereby); and (b) Notwithstanding the foregoing, the consent rights set forth in paragraph (a) above shall not apply, and TPG’s prior written consent shall not be required for any actions taken or to be taken, in connection with a Change of Control of the Company so long as the holders of the Preferred Stock are entitled, in connection with the consummation of such Change of Control, except as expressly provided for by to exercise their rights under Section 4(b) of the LLC Agreement; (e) entering into any agreement providing for articles supplementary establishing the acquisition or divestiture Preferred Stock. The rights 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 issuances of equity securities by the Company or any of its Subsidiaries for an aggregate consideration in excess of $100 million; (h) entering into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or its Subsidiaries of assets (including stock of Subsidiaries) having an aggregate Fair Market Value in excess of $100 million, other than transactions solely between and among the Company TPG and its wholly owned Subsidiaries; (i) any amendmentAffiliates set forth in this Section 3.2 shall be in addition to, modification or waiver and not in limitation of, such voting rights that TPG and its Affiliates may otherwise have as holders of this Agreement or the Employee Stockholders Agreement; and (j) any amendment, modification or waiver capital stock of the Company’s certificate of incorporation, bylaws or any other governing document of the Company following the Closing Datesubject to Section 5.1.

Consent Rights. For so long Following the Second Closing Date and thereafter until such time as the Pre-IPO Owners collectively beneficially own CD&R Parties no longer Beneficially Own at least 30% (or, with respect to clause (3) below, 20%) of the then outstanding shares Adjusted Ordinary Shares, the Company shall not take any 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 without the prior written 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 CD&R Designator: (1) the Board’s approval (or, as applicable, the approval of the requisite governing body adoption of any Subsidiary plan 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 the filing of any of its Subsidiaries, permitting the commencement of a proceeding voluntary petition for bankruptcy, insolvency, receivership or similar action proceeding; (2) the issuance of any Equity Securities or any securities that are convertible or exchangeable into (or exercisable for) Equity Securities that would require approval of the shareholders of the Company (other than any approval of the shareholders of the Company required as a result of any CD&R Party’s status as an Affiliate of the Company) or any repurchase of Equity Securities (other than repurchases of Equity Securities issued in connection with respect any employee or director benefit plan or the granting or exercise of employee stock options or other equity incentives pursuant to the Company’s stock incentive plans or employment or consulting arrangements with the Company or any of its Subsidiaries, the decision not to oppose ); (3) any similar proceeding commenced by a third party sale or the adoption of any plan or proposal with respect to any of the foregoing or any reorganization or recapitalization other transfer of the Company or any all or substantially all of its Subsidiariesthe direct and indirect assets of the Company (including via merger, consolidation or similar transaction); (d4) any Change acquisition or disposition of Controlany business or division involving consideration in excess of $100 million (whether by merger, except as expressly provided for by the LLC Agreementsale of stock, sale of assets or other similar transaction); (e5) entering into any agreement providing for the acquisition or divestiture incurrence of assets or Persons, in each such case involving consideration payable or receivable indebtedness 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 issuances of equity securities by the Company or any of its Subsidiaries for an aggregate consideration in excess of $100 million; (h) entering into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or its Subsidiaries of assets (including stock of Subsidiaries) having an aggregate Fair Market Value in excess of $100 million, other than transactions solely between and among the Company and its wholly owned Subsidiaries; (i) any amendment, modification or waiver of this Agreement or the Employee Stockholders Agreement; and (j6) any amendment, modification the hiring or waiver termination of the chief executive officer of the Company’s certificate of incorporation. During the period from the First Closing Date until the Second Closing Date, bylaws or the Company shall not take any other governing document of the Company following above actions without the Closing Dateprior written consent of the CD&R Designator in each case to the extent that such consent right is permitted under applicable NYSE listing standards (or other applicable requirements of any relevant stock exchange) or applicable Law.

Consent Rights. For so long as the Pre-IPO Owners collectively beneficially own at least 30% of the then outstanding shares of Common Stock The Company hereby covenants and the Blackstone Parties are entitled to designate at least one Director pursuant to Section 2.1(a), the following actions agrees with each Major Stockholder that it shall require the prior consent of the Blackstone Parties delivered in accordance with Section 4.13, which consent may be withheld for any reason not (and shall not cause or no reason, in addition to the Board’s approval (or, as applicable, the approval of the requisite governing body of permit any Subsidiary of the CompanyCompany to) cause or permit to occur (or approve or enter into any binding obligation to effect), any of the following matters without first obtaining the written approval of the board of managers of 313 Acquisition or any requisite statutory vote):each Major Stockholder: (a) changing the size any liquidation, dissolution, winding up or the composition bankruptcy filing of any member 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 effectCompany Group; (b) entering intoany change in the Company Group’s principal lines of business; (c) any Change of Control, other than a Sale of the Company that is subject to Section 7 (which shall be governed by Section 7); (d) the incurrence, assumption, endorsement, or agreeing or otherwise committing to enter into, any business or operations other than those businesses and operations guaranty of the same or similar nature to those which are being conducted Indebtedness by the Company or its Subsidiaries Subsidiaries, other than (i) Indebtedness existing as of the date Effective Time, after giving effect to the transactions contemplated by the Transaction Support Agreement to be consummated on such date, as set forth on Schedule I (the “Existing Indebtedness”), and (ii) other Indebtedness (that is not Existing Indebtedness) not in excess of this Agreement$1,000,000 of borrowings in the aggregate; (e) the acquisition of assets or securities, whether through merger, consolidation, share exchange, business combination, securities purchase, asset purchase or otherwise, or any investment in any Person, by the Company Group in any transaction or series of related transactions for consideration in excess of $1,000,000; (f) the sale, assignment, transfer, conveyance, leasing, exclusive licensing, or other change, through any acquisition, disposition of assets or otherwiseof the Company Group, in the nature any transaction or series of the business related transactions, with a fair market value in excess of $500,000; (g) any issuance, sale, distribution, grant, or operations Transfer of any shares of capital stock or other equity securities of the Company or any other member of its Subsidiaries the Company Group (or securities convertible or exercisable therefor) including but not limited to warrants and stock options (other than shares of Common Stock issued: (i) pursuant to the exercise of any conversion rights set forth in the Certificate of Incorporation; (ii) upon vesting or exercise of awards issued under the MIP or the Company’s 2019 Incentive Award Plan; or (iii) upon exercise of any warrants outstanding as of the date of this AgreementEffective Time to purchase Common Stock); (ch) voluntarily initiating any liquidationredemption, dissolution repurchase or winding up other acquisition of any securities of the Company or any other member of its Subsidiariesthe Company Group, permitting other than (i) pursuant to employment arrangements that are known to the commencement Board and that existed prior to the Effective Time and (ii) shares of Common Stock acquired pursuant to the exercise of any conversion rights (and concomitant required redemption of Class B-2 Common Stock, if applicable) set forth in the Certificate of Incorporation; (i) any change in the size or composition of the Board resulting in a proceeding for bankruptcychange to how the Board is contemplated by this Agreement as of the date hereof; (j) the creation of any Board committee, insolvencythe selection of the members and chairperson of each Board committee, receivership or any change in the scope of authority of any Board committee; (k) the appointment, termination or replacement of the Company Group’s independent auditor, or any material change in the Company’s accounting principles, methods or policies (except as required by GAAP); (l) the appointment, termination or replacement of the CEO and any other officer that reports directly to the CEO or the Board; (m) the entry into or amendment of any employment agreement for, and otherwise setting compensation for, the CEO or any other officer that reports directly to the CEO or Board; (n) the adoption of any incentive plans or similar action arrangements for officers, employees or other service providers of the Company Group; (o) the declaration or payment of dividends with respect to any equity securities of the Company Group (other than any dividends required to be declared and paid pursuant to the Certificate of Incorporation, including, for greater certainty, an amount equal to CAD$10,000 grossed-up for any withholding tax, payable: (i) as soon as reasonably practicable after the date hereof; and (ii) annually in each subsequent year); (p) the entry into, consummation, amendment, modification or supplement of, or waiver of compliance with, any contract or transaction with (i) any holder of capital stock of the Company or any Affiliate thereof, or (ii) any director or officer of its Subsidiariesany member of the Company Group or any Immediate Family Member thereof, other than performance by the decision not Company Group in accordance with the terms of contracts that are known to oppose the Board and that are in effect as of the Effective Time; (q) the creation of any Subsidiary of any member of the Company Group, provided that the creation of any Subsidiary shall be in compliance with the 30% Rule; (r) the entry by any member of the Company Group into any joint venture or similar arrangement; (s) the making of any loans, advances or capital contributions to any Person in excess of $250,000 (other than advancement of expenses as required by the Certificate of Incorporation or any indemnification agreement approved by the Board); (t) the commencement, settlement, waiver or compromise of any litigation, arbitration, dispute or proceeding commenced reasonably expected to involve an amount in controversy greater than $500,000 or with respect to a material matter raised via the Company’s whistleblower hotline; (u) any agreement by the Company Group to (i) increase the interest payable on or total yield on any Existing Indebtedness by more than 2.0% per annum, (ii) increase the scheduled payments or prepayments of principal under any Existing Indebtedness, (iii) modify any covenant or obligations (or having the effect of modifying any covenant or obligations) related to any Existing Indebtedness in a third party manner adverse to the Company Group or more burdensome on the Company Group to perform under the terms of any other Existing Indebtedness, or (iv) modify the maturity date of any Existing Indebtedness; (v) any amendment, modification or supplement to the Budget or the adoption Business Plan approved pursuant to Section 4, other than such adjustments specifically contemplated by Section 4(c); or (w) any amendment, modification or supplement to the Company’s organizational documents (including but not limited to the Certificate of any plan or proposal Incorporation and Bylaws) with respect to any of the foregoing or matters. To the extent any reorganization or recapitalization of the Company or any above actions would, absent this Agreement, require pursuant to the DGCL that the Board act before stockholders in approving such action, and such sequencing requirement may not be modified as a matter of its Subsidiaries; (d) any Change of ControlDelaware public policy, except as expressly provided for then the Board may approve and adopt such action prior to obtaining the consent required by this Section 3.1; provided, that such action may not be effected until 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 consent required 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 issuances of equity securities by the Company or any of its Subsidiaries for an aggregate consideration in excess of $100 million; (h) entering into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or its Subsidiaries of assets (including stock of Subsidiaries) having an aggregate Fair Market Value in excess of $100 million, other than transactions solely between and among the Company and its wholly owned Subsidiaries; (i) any amendment, modification or waiver of this Agreement or the Employee Stockholders Agreement; and (j) any amendment, modification or waiver of the Company’s certificate of incorporation, bylaws or any other governing document of the Company following the Closing DateSection 3.1 is obtained.

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 In addition to designate at least one Director pursuant to Section 2.1(a), the following actions shall require the prior any vote or consent of the Blackstone Parties delivered Board or the stockholders of the Company required by applicable law or the Charter, and notwithstanding anything in accordance with Section 4.13, which consent may be withheld for any reason or no reason, in addition this Agreement to the Board’s approval contrary but subject to Section 2.6, the Company shall not take (or, as to the extent applicable, the approval permit any Subsidiary to take) any of the requisite governing body of following actions, or enter into any Subsidiary arrangement or contract to do any of the Companyfollowing actions, without the approval consent in writing of at least two Stockholder Appointees or Stockholder Designees, as applicable (the applicable consent being the consent of the board of managers of 313 Acquisition “Required Directors”), which shall be necessary for authorizing, effecting or any requisite statutory vote):validating such transactions: (a) changing any increase or decrease in the size or the composition of the Board or any committee of the Board, except as expressly provided for in this Agreement or in committees of the Board, and boards and committees of Subsidiaries of the Company’s certificate of incorporation then in effect; (b) entering intoany redemption, acquisition or agreeing or otherwise committing to enter intoother purchase of any Equity Securities (a “Repurchase”), any business or operations other than those businesses and operations of the same or similar nature (A) a Repurchase that has been offered pro rata from 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 all stockholders of the Company or any of its Subsidiaries (B) a Repurchase from an employee or director in connection with such employee’s or director’s termination or as of provided for in the date of this Agreementagreement with such employee or director pursuant to which such Equity Securities were issued; (c) voluntarily initiating any liquidationpayment or declaration of any dividend or other distribution on any Equity Securities, dissolution unless such payment, declaration or winding up distribution is pro rata to all stockholders 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 SubsidiariesCompany; (d) the creation of any Change non-wholly owned subsidiaries, or the Transfer or any sale or other disposition of Control, except as expressly provided for a Subsidiary’s securities to any Person other than the Company or a wholly owned Subsidiary of the Company (other than any encumbrance of any securities held in such Subsidiary pursuant to a financing approved by the LLC AgreementBoard); (e) entering into any agreement providing for the acquisition or divestiture of assets or Persons, in each such case involving consideration payable or receivable transaction by the Company or any of its Subsidiaries with or involving any Related Party of the Company or any Related Party of any stockholder of the Company that beneficially owns in excess of $100 million 5% of the voting power of the Company, unless (i) the terms of such transaction are fair and reasonable to the Company, and no less favorable to the Company than could have been obtained in an arm’s length transaction with a non-Related Party, which shall be deemed conclusively determined if the aggregate company shall have received a fairness opinion to such effect from a nationally-recognized investment bank, (ii) such transaction is exclusively between or among the Company and its wholly-owned Subsidiaries, or (iii) in respect of director, trustee, officer or employee compensation (including bonuses) or other benefits (including pursuant to any single employment arrangement or any retirement, health, stock option or other benefit plan) or indemnification arrangements, in each, as determined in good faith by the Board or the Company’s senior management; (f) any amendment, repeal or alteration of the Charter or the Bylaws, whether by or in connection with a merger or consolidation or otherwise; (g) any (i) acquisition by the Company or any Subsidiary of the securities, equity interests or assets of any Person, or the acquiring by the Company or any Subsidiary by any other manner of any business, properties, assets, or Persons, in one transaction or a series of related transactions or (ii) disposition of assets of the Company or any Subsidiary or the shares or other equity interests of any Subsidiary; (h) any proposed transaction or series of related transactions during any twelve-month period; (f) any incurrence by involving a Change of Control of 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 issuances of equity securities by the Company or any of its Subsidiaries for an aggregate consideration in excess of $100 million; (h) entering into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or its Subsidiaries of assets (including stock of Subsidiaries) having an aggregate Fair Market Value in excess of $100 million, other than transactions solely between and among the Company and its wholly owned Subsidiaries;Company; and (i) any amendmentplan of liquidation, modification dissolution or waiver of this Agreement or the Employee Stockholders Agreement; and (j) any amendment, modification or waiver of the Company’s certificate of incorporation, bylaws or any other governing document winding-up of the Company following and any voluntary bankruptcy or similar filing by the Closing DateCompany and an of its Subsidiaries.

Consent Rights. For so long as (a) Notwithstanding anything in this Agreement to the Pre-IPO Owners collectively beneficially own at least 30% of the then outstanding shares of Common Stock contrary and the Blackstone Parties are entitled to designate at least one Director pursuant subject to Section 2.1(a13.3(b), the following actions by the Company shall require the prior consent approval of Requisite Members in addition to Board approval: (i) amending, altering or repealing, whether by merger, consolidation, combination, reclassification or otherwise, the Certificate or organizational documents for HCA; (ii) the Company or HCA entering into any merger, consolidation, recapitalization, liquidation, or sale of such entity or all or substantially all of the Blackstone Parties delivered assets of the Company or HCA or consummation of a similar transaction involving the Company or HCA (other than a transaction in accordance with Section 4.139.4 or a merger, which consent may be withheld for any reason consolidation or no reason, in addition to similar transaction between or among the Board’s approval (or, as applicable, the approval Company and one or more direct or indirect wholly-owned subsidiaries of the requisite governing body Company which transaction would not adversely impact the rights of any Subsidiary holder of the Company, the approval of the board of managers of 313 Acquisition Units) or entering into 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 effectagreement providing therefor; (biii) voluntarily initiating any liquidation, dissolution or winding up of the Company or HCA or permitting the commencement of a proceeding for bankruptcy, insolvency, receivership or similar action with respect to the Company or any of its subsidiaries; (iv) HCA or its subsidiaries commencing or 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 HCA 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 subsidiaries as of the date of this Agreement; (cv) voluntarily initiating any liquidation, dissolution changing the corporate or winding up organizational structure of the Company or any of its Subsidiariessubsidiaries, permitting except in connection with an IPO. (b) Except as expressly provided herein, the commencement of a proceeding for bankruptcyCompany shall not enter into, insolvency, receivership or similar action with respect and each Member shall use its reasonable best efforts to cause its nominees to the Company Board of Directors of HCA not to approve HCA or its subsidiaries’ entering into, any transaction with any Investor Group or any Affiliate thereof (other than HCA and its subsidiaries) or any of its Subsidiariestheir respective officers, directors or employees, without the decision prior written consent of each other Investor Group; provided , that (A) such restrictions shall not apply 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; (di) any Change of Controlbanking, except as expressly investment banking, financial advisory and other financial products and services 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 issuances of equity securities by the Company or any of its Subsidiaries for an aggregate consideration in excess of $100 million; (h) entering into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or its Subsidiaries of assets (including stock of Subsidiaries) having an aggregate Fair Market Value in excess of $100 million, other than transactions solely between and among to the Company and its wholly owned Subsidiaries;subsidiaries by Mxxxxxx Lxxxx & Co., Inc. and its Affiliates on an arms’ length basis and (ii) arms’ length transactions with or for the benefit of portfolio companies or other Affiliates of any of the Sponsor Groups; and (B) Capstone Consulting LLC (and its Affiliates and successors) shall be deemed to be an Affiliate of the KKR Group for purposes of this Section 13.3(b), irrespective of whether it satisfies the definition of an “Affiliate”. (c) The Company and the Members will not (i) any amendment, modification or waiver impose additional limitations on each Member’s contractual rights to Transfer Units as in effect on the date of this Agreement Agreement, (ii) limit or impair a Member’s rights under Section 9.3 or Section 9.6(e) or (iii) limit an Investor Group’s Manager designation rights without the Employee Stockholders Agreement; and (j) any amendment, modification or waiver consent of the Company’s certificate of incorporation, bylaws affected Member or any other governing document of the Company following the Closing DateInvestor Group.