Common use of Echo Reserved Matters Clause in Contracts

Echo Reserved Matters. Following the Closing, Echo shall not take any of the following actions (including any action by the board of directors of Echo or any committee of the board of directors of Echo) without the prior written approval of the Board (or an authorized committee thereof): (i) any change in either the name, the registered address or the fiscal year of Echo; (ii) prior to a Qualified IPO, the appointment, removal or replacement of the auditor of Echo, approval of the annual financial report, adoption of any financial and accounting procedures or accounting policies, or any material changes thereto; (iii) filing of any material litigation, arbitration or other legal proceedings or actions in relation to a claim (or a series of related claims), or any settlement of any material litigation, arbitration or other legal proceeding or actions, except for any legal action involving the Members and/or their Affiliates or for any claim based upon, or in respect of, or by reason of, the transactions contemplated by the Transaction Documents; (iv) entry into any transactions between an Echo Shareholder or any of its Affiliates, on the one hand, and Echo, on the other hand, other than: (A) the Transaction Documents (and any transactions or agreements contemplated by or ancillary to such Transaction Documents) (B) customary agreements with directors and officers of Echo for indemnification; or (C) agreements or transactions with portfolio companies of any Echo Shareholder that are entered into on arm’s length terms and in the ordinary course of business for the purchase of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the Company’s line of business on substantially similar terms from non-affiliated suppliers or providers; (v) any declaration or payment of any dividends, the determination of any cash reserve or the making of any cash or non-cash distributions on, or any redemption and/or repurchase of, any Equity Securities of Echo, except as expressly contemplated in this Agreement and excluding the redemption or repurchase of any Equity Securities of Echo under any Approved Echo Plan; (vi) any issuance, or authorization of issuance, of any Echo Shares or other Equity Securities of Echo or its Subsidiaries, except as expressly contemplated in this Agreement and excluding the issuance of any Equity Securities of Echo or its Subsidiaries pursuant to awards approved by the Board under any Approved Echo Plan; (vii) the use of proceeds from a Qualified IPO or any other offering of Echo Shares by Echo other than as required pursuant to Section 3.03 and payment of fees and expenses incurred therewith; (viii) adoption of, or changes to, equity incentive plans of Echo or any of its Subsidiaries, except any Approved Echo Plan, and any action of Echo under any Approved Echo Plan requiring action of the board of directors of Echo or any committee thereof; (ix) any change of control of Echo other than as expressly contemplated under the Transaction Documents; (x) any amendment to, modification of, or waiver under the Echo Shareholders Agreement which is adverse to MCK in any material respect; and (xi) any amendment to, modification of, or waiver under Echo’s certificate of incorporation or bylaws; provided, that the Company’s consent to any amendment to Echo’s certificate of incorporation or bylaws in connection with an IPO Demand shall not be unreasonably withheld, delayed or conditioned; provided, that the Company’s right to approve the matters set forth in this Section 11.04(d) shall terminate concurrently with the termination of the rights of the parties to approve the Reserved Matters.

Echo Reserved Matters. Following the Closing, Echo shall not take any of the following actions (including any action by the board of directors of Echo or any committee of the board of directors of Echo) without the prior written approval of the Board (or an authorized committee thereof):Board: (i) any change in either the name, the registered address or the fiscal year of Echo; (ii) prior to a Qualified IPO, the appointment, removal or replacement of the auditor of Echo, approval of the annual financial report, adoption of any financial and accounting procedures or accounting policies, or any material changes thereto; (iii) filing of any material litigation, arbitration or other legal proceedings or actions in relation to a claim (or a series of related claims), or any settlement of any material litigation, arbitration or other legal proceeding or actions, except for any legal action involving the Members and/or their Affiliates or for any claim based upon, or in respect of, or by reason of, the transactions contemplated by the Transaction Documents; (iv) entry into any transactions between an Echo Shareholder or any of its Affiliates, on the one hand, and Echo, on the other hand, other than: (A) the Transaction Documents (and any transactions or agreements contemplated by or ancillary to such Transaction Documents) (B) customary agreements with directors and officers of Echo for indemnification; or (C) agreements or transactions with portfolio companies of any Echo Shareholder that are entered into on arm’s length terms and in the ordinary course of business for the purchase of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the Company’s line of business on substantially similar terms from non-affiliated suppliers or providers; (v) any declaration or payment of any dividends, the determination of any cash reserve or the making of any cash or non-cash distributions on, or any redemption and/or repurchase of, any Equity Securities of Echo, except as expressly contemplated in this Agreement and excluding the redemption or repurchase of any Equity Securities of Echo under any Approved Echo Plan; (vi) any issuance, or authorization of issuance, of any Echo Shares or other Equity Securities of Echo or its Subsidiaries, except as expressly contemplated in this Agreement and excluding the issuance of any Equity Securities of Echo or its Subsidiaries pursuant to awards approved by the Board under any Approved Echo Plan; (vii) the use of proceeds from a Qualified IPO or any other offering of Echo Shares by Echo other than as required pursuant to Section 3.03 and payment of fees and expenses incurred therewith; (viii) adoption of, or changes to, equity incentive plans of Echo or any of its Subsidiaries, except any Approved Echo Plan, and any action of Echo under any Approved Echo Plan requiring action of the board of directors of Echo or any committee thereofplan approved as a Reserved Matter; (ix) any change of control of Echo other than as expressly contemplated under the Transaction Documents; (x) any amendment to, modification of, or waiver under the Echo Shareholders Agreement which is adverse to MCK in any material respect; and (xi) any amendment to, modification of, or waiver under Echo’s certificate of incorporation or bylaws; provided, that the Company’s consent to any amendment to Echo’s certificate of incorporation or bylaws in connection with an IPO Demand shall not be unreasonably withheld, delayed or conditioned; provided, that the Company’s right to approve the matters set forth in this Section 11.04(d) shall terminate concurrently with the termination of the rights of the parties to approve the Reserved Matters.