Common use of Conversant Investor Consent Rights Clause in Contracts

Conversant Investor Consent Rights. During the term of this Agreement, the Issuer shall not, and shall cause each other Issuer Group Entity not to, without first obtaining the consent in writing of the Conversant Investor: (a) materially change the principal business of the Issuer Group Entities taken as a whole, enter into new lines of business or exit the Issuer Group Entities’ current line of business; (b) enter into an agreement with respect to (or otherwise consummate) a Change of Control Transaction involving the Issuer; (c) consummate any voluntary or involuntary liquidation, dissolution or winding up of the affairs of any Issuer Group Entity under any Debtor Relief Laws or file a petition under Bankruptcy Law; (d) change the Governing Documents or capital structure of any Issuer Group Entity in a manner that adversely affects the Conversant Investor; (e) authorize, create, classify, reclassify or issue any class or series of Equity Securities or other capital stock of the Issuer that expressly provides that, or has the effect that, such class or series ranks senior to the Shares with respect to rights to payment of dividends or distributions or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Issuer; (f) incur or guaranty any Indebtedness, other than Indebtedness: (i) incurred pursuant to that certain credit agreement by and among Great Southern Homes, Inc., the financial institutions party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent, dated as of July 9, 2021, as amended through the date of this Agreement (the “Current Credit Agreement”); or (ii) incurred pursuant to any line of credit similar to the Current Credit Agreement (including by reason of, among other similar characteristics and features, having an asset-based availability of total loan funding available at any time where the asset upon which loan funding availability is calculated – i.e., the borrowing base - is real property interests) and utilized for financing the operation of the Issuer’s business, including any such Indebtedness assumed in connection with any Issuer Group Entity’s acquisition of or investment in another company or business, so long as (A) the amount outstanding under any such similar line of credit cannot, at any time, exceed a ratio of Indebtedness to stockholders equity of the Issuer and the Issuer Group Entities on consolidated basis of 2.5 to 1 for the period from the date of this Agreement through December 31, 2023 and 2.25 to 1 thereafter regardless of whether the Current Credit Agreement has been amended or replaced, in each case and (B) in the case of any line of credit entered into in addition to the Current Credit Agreement, such line of credit shall not permit the aggregate value of the total borrowing base thereunder that is attributable to “Speculative Housing Units” and “Model Housing Units” (as each of the foregoing terms is defined in the Current Credit Agreement) to exceed 70% of the aggregate value of the total borrowing base and excludes any value of “Speculative Housing Units” and “Model Housing Units” in excess of the 70% limitation from the calculation of the aggregate value of the total borrowing base; (g) pay or agree to pay any dividend, distribution, loan, advance, guaranty, extension of credit or other payment (whether in cash, securities or other property) to or for the benefit of any Person (other than a wholly owned Subsidiary of the Issuer) that holds any Equity Securities in any Issuer Group Entity, whether or not such interest is evidenced by a security, and any other payment, whether in cash, securities or other property, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any capital stock of any Issuer Group Entity, whether now or hereafter outstanding, or of any options, warrants or similar rights to purchase such capital stock or any security convertible into or exchangeable for such capital stock except for the repurchase of options or other securities from employees upon the end of their employment with an Issuer Group Entity; (h) enter into an agreement with respect to, or consummate, any acquisition (whether by merger, stock purchase, asset purchase or otherwise) of another business or Person requiring the payment of consideration greater than 400% of such business’s or Person’s EBITDA during the preceding calendar year; (i) amend, modify or supplement any existing equity incentive plan or enter into or adopt any new equity incentive plan except to the extent such new plan or supplement does not increase the number of shares issuable pursuant to all equity incentive plans to more than 10% of the then outstanding Company Shares on a fully-diluted basis or such amendment or modification is, in the reasonable opinion of the Board of Directors of the Issuer after receiving advice of counsel, necessary or advisable to comply with any change in law; (j) enter into any agreement or arrangement that would restrict the Conversant Investor from having or exercising any consent right set forth in this Agreement, that would require any Issuer Group Entity to breach any obligations to the Conversant Investor under this Agreement, the Note Purchase Agreement, or any applicable Convertible Note and/or that contain any non-competition provisions purporting to bind, limit or restrict any Issuer Group Entity or any of its Affiliates; (k) make any material tax decisions, elections or other determinations with respect to any Issuer Group Entity; (l) dissolve, liquidate, merge or sell the Issuer or all or substantially all of the assets of the Issuer; (m) issue, sell or otherwise Transfer Equity Securities of any Subsidiary of the Issuer to a Person other than the Issuer or a wholly owned Subsidiary or the Issuer; (n) select or change the independent auditor of the Issuer to an auditor other than a nationally recognized accounting firm; (o) make any changes or modifications to any Issuer Group Entity’s fiscal year; or (p) agree or resolve to take any of the actions listed in this Section 5.2.

Conversant Investor Consent Rights. During the term of this Agreement, the Issuer shall not, and shall cause each other Issuer Group Entity not to, without first obtaining the consent in writing of the Conversant Investor:: ​ (a) materially change the principal business of the Issuer Group Entities taken as a whole, enter into new lines of business or exit the Issuer Group Entities’ current line of business; (b) enter into an agreement with respect to (or otherwise consummate) a Change of Control Transaction involving the Issuer; (c) consummate any voluntary or involuntary liquidation, dissolution or winding up of the affairs of any Issuer Group Entity under any Debtor Relief Laws or file a petition under Bankruptcy Law;; ​ (d) change the Governing Documents or capital structure of any Issuer Group Entity in a manner that adversely affects the Conversant Investor;; ​ (e) authorize, create, classify, reclassify or issue any class or series of Equity Securities or other capital stock of the Issuer that expressly provides that, or has the effect that, such class or series ranks senior to the Shares with respect to rights to payment of dividends or distributions or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Issuer;; ​ (f) incur or guaranty any Indebtedness, other than Indebtedness:: ​ (i) incurred pursuant to that certain credit agreement by and among Great Southern Homes, Inc., the financial institutions party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent, dated as of July 9, 2021, as amended through the date of this Agreement (the “Current Credit Agreement”); or (ii) incurred pursuant to any line of credit similar to the Current Credit Agreement (including by reason of, among other similar characteristics and features, having an asset-based availability of total loan funding available at any time where the asset upon which loan funding availability is calculated – i.e., the borrowing base - is real property interests) and utilized for financing the operation of the Issuer’s business, including any such Indebtedness assumed in connection with any Issuer Group Entity’s acquisition of or investment in another company or business, so long as (A) the amount outstanding under any such similar line of credit cannot, at any time, exceed a ratio of Indebtedness to stockholders equity of the Issuer and the Issuer Group Entities on consolidated basis of 2.5 to 1 for the period from the date of this Agreement through December 31, 2023 and 2.25 to 1 thereafter regardless of whether the Current Credit Agreement has been amended or replaced, in each case and (B) in the case of any line of credit entered into in addition to the Current Credit Agreement, such line of credit shall not permit the aggregate value of the total borrowing base thereunder that is attributable to “Speculative Housing Units” and “Model Housing Units” (as each of the foregoing terms is defined in the Current Credit Agreement) to exceed 70% of the aggregate value of the total borrowing base and excludes any value of “Speculative Housing Units” and “Model Housing Units” in excess of the 70% limitation from the calculation of the aggregate value of the total borrowing base; (g) pay or agree to pay any dividend, distribution, loan, advance, guaranty, extension of credit or other payment (whether in cash, securities or other property) to or for the benefit of any Person (other than a wholly owned Subsidiary of the Issuer) that holds any Equity Securities in any Issuer Group Entity, whether or not such interest is evidenced by a security, and any other payment, whether in cash, securities or other property, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any capital stock of any Issuer Group Entity, whether now or hereafter outstanding, or of any options, warrants or similar rights to purchase such capital stock or any security convertible into or exchangeable for such capital stock except for the repurchase of options or other securities from employees upon the end of their employment with an Issuer Group Entity;; ​ (h) enter into an agreement with respect to, or consummate, any acquisition (whether by merger, stock purchase, asset purchase or otherwise) of another business or Person requiring the payment of consideration greater than 400% of such business’s or Person’s EBITDA during the preceding calendar year;; ​ (i) amend, modify or supplement any existing equity incentive plan or enter into or adopt any new equity incentive plan except to the extent such new plan or supplement does not increase the number of shares issuable pursuant to all equity incentive plans to more than 10% of the then outstanding Company Shares on a fully-diluted basis or such amendment or modification is, in the reasonable opinion of the Board of Directors of the Issuer after receiving advice of counsel, necessary or advisable to comply with any change in law;; ​ (j) enter into any agreement or arrangement that would restrict the Conversant Investor from having or exercising any consent right set forth in this Agreement, that would require any Issuer Group Entity to breach any obligations to the Conversant Investor under this Agreement, the Note Purchase Agreement, or any applicable Convertible Note and/or that contain any non-competition provisions purporting to bind, limit or restrict any Issuer Group Entity or any of its Affiliates;; ​ (k) make any material tax decisions, elections or other determinations with respect to any Issuer Group Entity;; ​ (l) dissolve, liquidate, merge or sell the Issuer or all or substantially all of the assets of the Issuer;; ​ (m) issue, sell or otherwise Transfer Equity Securities of any Subsidiary of the Issuer to a Person other than the Issuer or a wholly owned Subsidiary or the Issuer;; ​ (n) select or change the independent auditor of the Issuer to an auditor other than a nationally recognized accounting firm;; ​ (o) make any changes or modifications to any Issuer Group Entity’s fiscal year; oror ​ (p) agree or resolve to take any of the actions listed in this Section 5.2.. ​