Common use of Consent Rights Clause in Contracts

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 plan of liquidation, dissolution or winding up of Talen or any of its Subsidiaries or the filing of any voluntary petition for bankruptcy, receivership or similar proceeding; or (i) increase the size of the Board (except as otherwise provided in this Agreement). The officers and directors of Talen shall cause Talen’s Subsidiaries not to take any action that would require approval of the Board without first obtaining the approval of the Board.

Consent Rights. For so long as RJS is entitled to designate a Designated Director pursuant to Section 2the KKR Investor and its Affiliates collectively beneficially own at least 25% of the outstanding shares of Common Stock, Talen shall not take any of the following actions by the Company or enter into any arrangement or contract to do any of its Subsidiaries shall require the following actions without approval, in addition to any approval by the prior written consent stockholders of RJSthe Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the KKR Investor: (a) create, authorize entering into or issue any class of capital stock or series of preferred stock effecting a Change 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 StockControl; (b) declare entering into any agreement providing for the acquisition or make divestiture of assets or equity security of any direct or indirect dividendPerson, other than any dividend (or other distribution) in cash or shares each case providing for aggregate consideration in excess of Talen Common Stock pro rata to all holders of Talen Common Stock$100 million; (c) amend, repeal, modify entering into any joint venture or alter similar business alliance having a fair market value as of the Talen Charter or Talen Bylaws date of formation thereof (as reasonably determined by the Board) in a manner that would adversely affect RJS’ rights or obligations under this Agreementexcess of $100 million; (d) unless initiating a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any Subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act; (e) any material change in the nature of the business of the Company and its Subsidiaries, taken as a whole; (f) any redemption, acquisition or other purchase of any shares of Equity Securities (a “Repurchase”) other than (x) open market Repurchases made pursuant to a share repurchase plan approved by the Board or (other than y) Repurchases in accordance with any existing compensation plan of the RJS Designated Directors but including Company or any Subsidiary of the Independent Designated Director) unanimously approves Company or a Repurchase from an employee in connection with such a transaction, anyemployee’s termination of employment with the Company or any Subsidiary of the Company or otherwise in accordance with such employee’s management stockholder’s agreement with the Company; (ig) acquisition the incurrence of indebtedness for borrowed money (whether by merger or otherwise) by Talen or any including through the issuance of its Subsidiaries of any capital stock, ownership interests, equity interests or assets of any Person, debt securities or the acquisition by Talen or guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $100 million in 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 borrowings under the RJS Designated Directors but including the Independent Designated Director) unanimously approves such a transactionCompany’s revolving credit facility (or amendments, any merger extensions, 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 personreplacements thereof); (h) terminating the adoption employment of any plan the Chief Executive Officer of liquidation, dissolution the Company or winding up hiring a new Chief Executive Officer of Talen or any of its Subsidiaries or the filing of any voluntary petition for bankruptcy, receivership or similar proceeding; orCompany; (i) subject to Section 2.1, any increase or decrease in the size of the Board (except as otherwise provided in this Agreement). The officers and directors of Talen shall cause Talen’s Subsidiaries not to take any action that would require approval of the Board without first obtaining the approval or composition of the Board, committees of the Board, and boards and committees of Subsidiaries of the Company; and (j) any transaction with or involving any Affiliate of the Company (other than the KKR Investor and its Affiliates), other than (A) a Transfer to a Permitted Transferee, (B) transactions pursuant to any agreement in effect on the Closing Date, including, without limitation, the Registration Rights Agreement and this Agreement, and any amendment, termination or material waiver under such agreements, (C) customary indemnification agreements with Directors and officers of the Company or any Subsidiary, (D) transactions permitted by Section 2.3(f)(y) above and other customary compensation arrangements with employees of the Company; and (E) any transaction or series of related transactions in the ordinary course of business and on arms-length third-party terms and not involving amounts in excess of $25 million per annum.

Consent Rights. For so long as RJS is entitled to designate a Designated Director pursuant to Section 2(a) Until the Second Trigger Date, Talen the Company shall not take any not, and shall cause the other members of the following actions Company Group not to, directly or enter into any arrangement or contract to indirectly, do any of the following actions without the prior written consent of RJSXxxxxxx: (ai) createany merger, authorize consolidation, reorganization, conversion or issue any class 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 stock expenditures) with a value in excess of $50,000,000 in any transaction or series of preferred 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 Xxxxxxx 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 in excess of $25,000,000 in any transaction or series of related transactions in any 12-month period, other than (A) sales of inventory or services or dispositions of obsolete assets in each case in the ordinary course of business or (B) to the Company or any of its Wholly Owned Subsidiaries; (vii) without limiting any other provision of this Agreement, any incurrence, assumption, guarantee, repurchase or other creation of indebtedness for borrowed money (including through the issuance of debt securities) in an aggregate principal amount greater in excess of $25,000,000 on a consolidated basis in any 12-month period, excluding (A) any indebtedness in respect of a revolving debt facility in existence as of the date hereof or which has previously been approved pursuant to this Section 3.6(a)(vii) and (B) any indebtedness solely among the Company and its Wholly Owned Subsidiaries; (viii) any initiation, adoption or public proposal of a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any Significant Subsidiary, other than $100 milliona liquidation or dissolution of any Wholly Owned Subsidiary of the Company; (ix) any establishment, adoption, amendment or termination of any equity incentive plan or arrangement; (x) any issuance, delivery or sale, or authorization of the terms issuance, delivery or sale, of which expressly provide that such class Company Securities or series will rank senior any equity or equity-linked securities of any Subsidiary of the Company, other than (A) pursuant to equity incentive plans and arrangements previously approved pursuant to this Section 3.6 and by the Company Board, (B) to the Talen Common StockCompany or one of its Wholly Owned Subsidiaries and (C) in the case of issuance of securities by any Subsidiary of the Company located outside of the United States, de minimis issuances required by Applicable Law; (xi) any termination of the employment of the Chief Executive Officer of the Company or any appointment of a new Chief Executive Officer of the Company; (xii) any amendment to the organizational documents (whether by merger, consolidation or otherwise) of the Company or any Significant Subsidiary, other than any such amendment to the organizational documents of any Wholly Owned Subsidiary of the Company that does not disproportionately and adversely affect Xxxxxxx in its capacity as an indirect stockholder of such Subsidiary as compared to other indirect stockholders of such Subsidiary; (xiii) any establishment, adoption, material amendment or termination of any disclosure controls and procedures of the Company; and (xiv) authorize, agree or commit to do any of the foregoing. (b) declare Following the Second Trigger Date until the Third Trigger Date, the Company shall not, and shall cause the other members of the Company Group not to, directly or make indirectly, do 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 the following without the prior written consent 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, anyXxxxxxx: (i) acquisition 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; (whether ii) any sale, transfer, lease, pledge, abandonment or other disposition or exclusive license (in each case of the foregoing, including by merger merger, consolidation, reorganization, conversion, joint venture, sale of stock or assets or otherwise) by Talen of any assets, businesses, interests, properties, securities or Persons with a value in excess of $25,000,000 in any transaction or series of related transactions in any 12-month period, other than (A) sales of inventory or services or dispositions of obsolete assets in each case in the ordinary course of business or (B) to the Company 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, orWholly Owned Subsidiaries; (iiiii) disposition any initiation, adoption or public proposal of a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company; (iv) any material amendment to the organizational documents (whether by merger merger, consolidation 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 TalenCompany; (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 plan of liquidation, dissolution or winding up of Talen or any of its Subsidiaries or the filing of any voluntary petition for bankruptcy, receivership or similar proceeding; or (i) increase the size of the Board (except as otherwise provided in this Agreement). The officers and directors of Talen shall cause Talen’s Subsidiaries not to take any action that would require approval of the Board without first obtaining the approval of the Board.

Consent Rights. (a) For so long as RJS is entitled to designate a Designated Director pursuant to Section 2the Berkshire Investor and its Affiliates collectively beneficially own at least 5% of the outstanding shares of Common Stock, Talen shall not take any of the following actions or enter into any arrangement or contract to do any of by 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 Company or any of its Subsidiaries shall require the approval, in addition to the Board’s approval (or the approval of the required governing body of any capital stockSubsidiary of the Company), ownership interestsof the Berkshire Investor: (i) any redemption, equity interests acquisition or assets other purchase of any Personshares of Equity Securities (a “Repurchase”) from the KKR Investor or any of its Affiliates other than on a pro rata basis; and (ii) any other transaction with or involving the KKR Investor or any of its Affiliates, other than (A) a Transfer to a Permitted Transferee, (B) transactions pursuant to any agreement in effect on the Closing Date, including, without limitation, the Registration Rights Agreement and the Indemnification Agreement, and any amendment, termination or material waiver under such agreements, (C) customary indemnification agreements with Directors, (D) transactions with Capstone Consulting LLC and its Subsidiaries for services rendered to the acquisition Company or its Subsidiaries (other than issuances of Equity Securities or capital stock or other securities of any direct or indirect Subsidiary of the Company to Capstone Consulting LLC or its Subsidiaries not made in compliance with the terms of this Agreement), (E) transactions with KKR Capital Markets LLC for services rendered to the Company or its Subsidiaries (other than issuances of Equity Securities or capital stock or other securities of any direct or indirect Subsidiary of the Company to KKR Capital Markets LLC not made in compliance with the terms of this Agreement), and (F) any transaction or series of related transactions in the ordinary course of business and on arms-length third-party terms and not involving amounts in excess of $5 million per annum. (b) For so long as the KKR Investor and its Affiliates collectively beneficially own at least 25% of the outstanding shares of Common Stock, the following actions by Talen the Company or any of its Subsidiaries shall require the approval, in addition to any approval by any other manner the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any businessSubsidiary of the Company), properties, of the KKR Investor: (i) entering into or effecting a Change in Control; (ii) entering into any agreement providing for the acquisition or divestiture of assets or Persons equity security of any Person, in one each case providing for aggregate consideration in excess of $25 million; (iii) entering into 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 $25 million; (iv) initiating a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any Subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act; (v) any material change in the nature of the business of the Company and its Subsidiaries, taken as a whole; (vi) a Repurchase other than (x) open market Repurchases made pursuant to a share repurchase plan approved by the Board or (y) Repurchases in accordance with any existing compensation plan of the Company or any Subsidiary of the Company or a Repurchase from an employee in connection with such employee’s termination of employment with the Company or any Subsidiary of the Company or otherwise in accordance with such employee’s management stockholder’s agreement with the Company; (vii) the incurrence of indebtedness for borrowed money (including through the issuance of debt securities or the guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $50 million in any transaction or a series of related transactions, or other than borrowings under the Company’s revolving credit facility (ii) disposition (whether by merger or otherwise) of assets of Talen amendments, extensions, 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 Talenreplacements thereof); (eviii) unless terminating the Board employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company; (ix) subject to Section 2.1, any increase or decrease in the size or composition of the Board, committees of the Board, and boards and committees of Subsidiaries of the Company; and (x) any transaction with or involving any Affiliate of the Company (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 KKR Investor and its SubsidiariesAffiliates), other than (iA) a Transfer to a Permitted Transferee, (B) transactions that do not exceed $100 million pursuant to any agreement in effect on the Closing Date, including, without limitation, the Registration Rights Agreement and the Indemnification Agreement, and any amendment, termination or material waiver under such agreements, (C) customary indemnification agreements with Directors, (D) transactions permitted by Section 2.3(b)(vi)(y) above and other customary compensation arrangements with employees of the Company; and (E) any transaction or series of related transactions in the aggregate ordinary course of business and on arms-length third-party terms and not involving amounts in any calendar year; provided that, any transaction with or for the benefit excess 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 plan of liquidation, dissolution or winding up of Talen or any of its Subsidiaries or the filing of any voluntary petition for bankruptcy, receivership or similar proceeding; or (i) increase the size of the Board (except as otherwise provided in this Agreement). The officers and directors of Talen shall cause Talen’s Subsidiaries not to take any action that would require approval of the Board without first obtaining the approval of the Board$5 million per annum.

Consent Rights. For so long as RJS is entitled to designate a Designated Director (a) Until the earlier of (x) the date on which the MSD Partners Investor and its Affiliates collectively beneficially own less than 5% of the outstanding shares of Common Stock and (y) the date on which the rights of the MSD Partners Investor pursuant to Section 22.1 are terminated, Talen shall not take any of the following actions or enter into any arrangement or contract to do any of by 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 Company or any of its Subsidiaries shall require the approval, in addition to the Board’s approval (or the approval of the required governing body of any capital stockSubsidiary of the Company), ownership interestsof the MSD Partners Investor: (i) any redemption, equity interests acquisition or assets other purchase of any Personshares of Equity Securities (a “Repurchase”) from the KKR Investor or any of its Affiliates other than on a pro rata basis; and (ii) any other transaction with or involving the KKR Investor or any of its Affiliates, other than (A) a Transfer to a Permitted Transferee, (B) transactions pursuant to any agreement in effect on the Closing Date, including, without limitation, the Parent Limited Partnership Agreement and the Indemnification Agreement, and any amendment, termination or material waiver under such agreements, (C) customary indemnification agreements with Directors, (D) transactions with Capstone Consulting LLC and its Subsidiaries for services rendered to the acquisition Company or its Subsidiaries (other than issuances of Equity Securities or capital stock or other securities of any direct or indirect Subsidiary of the Company to Capstone Consulting LLC or its Subsidiaries not made in compliance with the terms of this Agreement), (E) transactions with KKR Capital Markets LLC for services rendered to the Company or its Subsidiaries (other than issuances of Equity Securities or capital stock or other securities of any direct or indirect Subsidiary of the Company to KKR Capital Markets LLC not made in compliance with the terms of this Agreement), and (F) any transaction or series of related transactions in the ordinary course of business and on arms-length third-party terms. (b) For so long as the KKR Investor and its Affiliates collectively beneficially own at least 25% of the outstanding shares of Common Stock, the following actions by Talen the Company or any of its Subsidiaries shall require the approval, in addition to any approval by any other manner the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any businessSubsidiary of the Company), properties, of the KKR Investor: (i) entering into or effecting a Change in Control; (ii) entering into any agreement providing for the acquisition or divestiture of assets or Persons equity security of any Person, in one each case providing for aggregate consideration in excess of $25 million; (iii) entering into 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 $25 million; (iv) initiating a voluntary liquidation, dissolution, receivership, bankruptcy or other insolvency proceeding involving the Company or any Subsidiary of the Company that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X under the Exchange Act; (v) any material change in the nature of the business of the Company and its Subsidiaries, taken as a whole; (vi) a Repurchase other than (x) open market Repurchases made pursuant to a share repurchase plan approved by the Board or (y) Repurchases in accordance with any existing compensation plan of the Company or any Subsidiary of the Company or a Repurchase from an employee in connection with such employee’s termination of employment with the Company or any Subsidiary of the Company or otherwise in accordance with the Parent Limited Partnership Agreement or such employee’s management stockholder’s agreement with the Company, if any; (vii) the incurrence of indebtedness for borrowed money (including through the issuance of debt securities or the guarantee of indebtedness of another Person) in an aggregate principal amount in excess of $50 million in any transaction or a series of related transactions, or other than borrowings under the Company’s revolving credit facility (ii) disposition (whether by merger or otherwise) of assets of Talen amendments, extensions, 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 Talenreplacements thereof); (eviii) unless terminating the Board employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company; (ix) subject to Section 2.1, any increase or decrease in the size or composition of the Board, committees of the Board, and boards and committees of Subsidiaries of the Company; (x) any transaction with or involving any Affiliate of the Company (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 KKR Investor and its SubsidiariesAffiliates), other than (iA) a Transfer to a Permitted Transferee, (B) transactions that do not exceed $100 million pursuant to any agreement in effect on the Closing Date, including, without limitation, the Parent Limited Partnership Agreement and the Indemnification Agreement, and any amendment, termination or material waiver under such agreements, (C) customary indemnification agreements with Directors and officers of the Company or any Subsidiary, (D) transactions permitted by Section 2.3(b)(vi)(y) above and other customary compensation arrangements with employees of the Company; and (E) any transaction or series of related transactions in the aggregate ordinary course of business and on arms-length third-party terms and not involving amounts in any calendar year; provided that, any transaction with or for the benefit excess 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 plan of liquidation, dissolution or winding up of Talen or any of its Subsidiaries or the filing of any voluntary petition for bankruptcy, receivership or similar proceeding; or (i) increase the size of the Board (except as otherwise provided in this Agreement). The officers and directors of Talen shall cause Talen’s Subsidiaries not to take any action that would require approval of the Board without first obtaining the approval of the Board$5 million per annum.

Consent Rights. For so long (a) In addition to any vote or consent of the Board of the Company or any of its Subsidiaries, as RJS is entitled to designate a Designated Director pursuant to Section 2the case may be, Talen or the Investors of the Company or any such Subsidiary required by Applicable Law, without JCF Investor Approval the Company and its Subsidiaries shall not, and 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 RJScommitment to: (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 so long as the JCF Investor continues to hold a voting interest of at least 13.28% of the outstanding Company Securities: (whether A) alter any of the terms, designations, powers, preferences or other rights of the holders of the shares of the Company or its Subsidiaries; (B) pay any dividends or other distributions on a non-pro rata basis by merger the Company or otherwiseHoldings; (C) by Talen create, issue or sell any class of shares of the Company or any of its Subsidiaries (except for securities issued in exchange for E Bridge PECs or J Bridge PECs pursuant to Section 3.11); (D) issue any security or convertible instruments of any capital stock, ownership interests, equity interests Subsidiary of the Company other than to the Company; (E) amend any of the Company’s or assets Holdings’ Articles or other governing documents of the Company or its Subsidiaries (including the Investment Agreement); (F) enter into any Person, or related party transactions involving the acquisition by Talen Company 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 arrangements regarding allocation of profit or for the benefit of PPL must be on arm’s length terms, loss among affiliated companies and (ii) any loadagreement between the Company and any Subsidiary, on the one hand, and any Investor or any of its Affiliates, on the other hand); or approve any transfer pricing in excess of £100,000 in any one instance or £500,000 in any one Fiscal Year; or (G) dispose of any equity securities of Holdings or any of its Subsidiaries; or exercise any of the Company’s rights pursuant to the Investment Agreement in respect of a Realisation or Flotation or any of its Drag-following deals, transmission and interconnection charges Along rights pursuant to paragraph 5 of Schedule 4 of the Investment Agreement (such terms not defined herein as defined in the Investment Agreement). (ii) so long as the JCF Investor continues to hold a voting interest of at least 26.56% of the outstanding Company Securities: (A) amend the size of the Company Board or contracts between PPL EnergyPlus, LLC and PPL Solutions, LLCthe Board of any of its Subsidiaries; (gB) adopt, approve redeem or repay any shares of any class of the Company or issue any “poison pill” or similar rights plan that would treat RJS of its Subsidiaries (except as an acquiring personrequired by the terms of the Investment Agreement); (hC) appoint or remove the adoption CFO of Target; (D) remove any plan of liquidationthe directors appointed by JCF Investor at the Company or any of its Subsidiaries; (E) dissolve, dissolution wind-up or winding up liquidate the Company or any material Subsidiary of Talen the Company or initiate a bankruptcy proceeding involving the Company or any material Subsidiary of the Company; (F) make or approve any material change or substantial deviations of the activities of the Company and its Subsidiaries to the extent such activities constitute activities other than the conduct of the Target Business in the Territory; (G) merge the Company or any of its Subsidiaries with a third party, sell the assets of the Company or any of its Subsidiaries to a third party, initiate or consummate an Initial Public Offering of the Company or any of its Subsidiaries or make a public offering and sale of Company Securities or any other securities, or consummate any transaction that would result in a Change of Control of the filing of any voluntary petition for bankruptcy, receivership or similar proceedingCompany; or (H) (i) increase on behalf of Holdings or any other Subsidiary, approve any amendment of any provisions of the size Subscription Agreement, the Acquisition Agreement, the Investment Agreement or any other Transaction Documents (as defined in the Investment Agreement and the Acquisition Agreement); or (ii) in its capacity as an Investor under the Investment Agreement, approve any of the actions set forth in item 10, 15, 17, 25 or 27 of Schedule 3 of the Investment Agreement. (b) Unless otherwise required through the participation in the Bidco Board or any committee of the Bidco Board, the Company Board will be consulted and approval of the Company Board will be required to approve (i) all decisions requiring consent pursuant to Clause 10.1 and Schedule 3 of the Investment Agreement and (ii) all decisions requiring JCF Investor Consent pursuant to this Agreement. (c) The JCF Investor shall have the right to have a representative present at any investment committee and/or pricing committee meeting of Holdings or any of its Subsidiaries relating to the purchase of any individual portfolio of semi-performing or non-performing consumer debt with a purchase price in excess of £10 million. (d) Except for the matters set forth in Section 2.03(a), which shall also require approval in accordance with such Section, any decision requiring the vote or consent of the Board (except as otherwise provided in this Agreement). The officers and directors of Talen shall cause Talen’s Subsidiaries not to take any action that would require approval of the Board without first obtaining Company shall require the approval of, at a minimum, the consent of the BoardEncore Entity Director and at least one Luxembourg Director.

Consent Rights. For so long as RJS is entitled the Minority Shareholder and its Affiliates own at least twenty-five percent (25%) of the Common Shares, the Majority Shareholder shall take all Necessary Action to designate a Designated Director pursuant cause the Company and its Subsidiaries to Section 2, Talen shall not take refrain from taking any of the following actions or enter into any arrangement or contract to do approving any of the following actions matters (each, a “Consent Action”) without the prior written consent of RJSthe Minority Shareholder: (a) create, authorize Transfer any assets other than (i) Company Owned IP pursuant to non-exclusive licenses granted to end users in connection with sales of finished products in the ordinary course of business and (ii) dispositions of obsolete equipment or issue any class assets in the ordinary course 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 Stockbusiness consistent with past practice; (b) declare guarantee any Indebtedness or make assume or guarantee the obligations of any direct or indirect dividend, Person other than any dividend (or other distribution) in cash or shares guarantees of Talen Common Stock pro rata to all holders a Wholly Owned Subsidiary of Talen Common Stockthe Company; (c) amendloan, repealadvance, modify invest or alter make a capital contribution to or in any Person other than (i) a Wholly Owned Subsidiary of the Talen Charter Company or Talen Bylaws (ii) Petrodelta if and to the extent required to comply with any pro rata funding obligations of the Company or any of its Wholly Owned Subsidiaries in a manner that would adversely affect RJS’ rights respect of Petrodelta under the terms of the Core Petrodelta Documents or obligations under this any duly approved Business Plan (as defined in the Conversion Agreement); (d) unless the Board (other than the RJS Designated Directors but including the Independent Designated Director) unanimously approves such a transaction, any waive or release any (i) acquisition governmental complaint or (whether by merger ii) claims, liabilities or otherwise) by Talen obligations arising out of, related to or in connection with litigation other than for compromises, settlements or agreements that involve only the payment of monetary damages not in excess of $500,000 in any single instance and $1,000,000 in the aggregate and in any case without the imposition of equitable relief on, or the admission of wrongdoing by, the Company or any of its Subsidiaries Subsidiaries; (e) the entering into, or commitment to enter into, or undertaking activity in any line of business other than owning and investing in Petrodelta, complying with the terms of the Core Petrodelta Documents and matters ancillary thereto; (f) the incorporation, formation or the acquisition of any capital stock, ownership interests, equity new Subsidiary (other than a Wholly Owned Subsidiary) or 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 Person (other than the RJS Designated Directors but including acquisition of interests in a Wholly Owned Subsidiary or in Petrodelta if and to the Independent Designated Director) unanimously approves such a transaction, any merger or consolidation extent required to comply with the terms of Talenthe Core Petrodelta Documents); (fg) enter intothe assertion of any claim or commencement of any litigation, makearbitration or other proceeding against Petrodelta, amend any Affiliate of Petrodelta or conduct any transactionGovernmental Authority of Venezuela, contract, agreement other than in accordance with Section 3.04(d); (h) approving the appointment of any new auditor or understanding with a change in the existing auditor of the Company or for the benefit any of PPL or its Subsidiaries, other than in respect of the appointment of any new auditor that is the then-current, or is simultaneously appointed to be the, auditor of Parent; (i) transactions that do not exceed $100 million in approving the aggregate in compensation of or any calendar year; provided that, other fees payable to any Director or any director of a Subsidiary of the Company; (j) any agreement or other transaction with between any Group Company and either (i) Parent or for the benefit any of PPL must be on arm’s length terms, and its Affiliates (other than any Group Company) or (ii) any load-following dealsdirector, transmission and interconnection charges officer or contracts between PPL EnergyPlus, LLC and PPL Solutions, LLC; (g) adopt, approve employee of or issue any “poison pill” or similar rights plan that would treat RJS as an acquiring person; (h) the adoption of any plan of liquidation, dissolution or winding up of Talen Parent or any of its Subsidiaries Affiliates (other than for compensation of officers or the filing employees of any voluntary petition for bankruptcy, receivership or similar proceedingGroup Company in the ordinary course of business); orand (ik) increase the size delegation of the authority or powers of the Board (to any committee, Person or entity except as otherwise provided in this Agreement). The officers and directors pursuant to a power of Talen shall cause Talen’s Subsidiaries not attorney granted to take strictly implement resolutions, or carry out any action actions, that would require approval of the Board without first obtaining the approval of have been duly authorized by the Board.