Investor Consent. (a) For so long as the Approved Holders Beneficially Own at least (i) 10% of the total number of outstanding shares of Common Stock (on an “as-converted basis”) or (ii) at least 15% of the number of shares of Series A Preferred Stock Beneficially Owned by the Initial Investors as of the Closing (as adjusted to appropriately reflect any stock split, combination, reclassification, recapitalization or similar transaction), without the prior affirmative vote or written consent of the Approved Holder Majority, the Company shall not, and (to the extent applicable) shall not permit any Subsidiary to (directly or indirectly, by the way of merger, consolidation, reclassification or otherwise):
(i) amend, change, alter or otherwise modify the rights, preferences, privileges or voting powers of the Series A Preferred Stock;
(ii) increase the authorized amount of Series A Preferred Stock or issue Series A Preferred Stock except the (x) 5,400 shares of Series A-1 Preferred Stock and 74,600 shares of Series A-2 Preferred Stock issued at the Closing, (y) in-kind dividends payable pursuant to Section 4(d)(i) herein and Section 4(d)(i) in the Series A-2 Certificate of Designations and (z) Series A-1 Preferred Stock issuable upon conversion of Series A-2 Preferred Stock pursuant to Section 7 of the Series A-2 Certificate of Designations;
(iii) authorize or issue any other preferred equity instruments (including any obligation or security convertible into, exchangeable for or evidencing the right to purchase any such preferred equity instruments) other than (A) those that are (x) expressly made subordinate to the Series A Preferred Stock, (y) not entitled to receive cash dividends and (z) not mandatorily redeemable until after the seventh anniversary of the Closing Date and payment of any applicable redemption on the Preferred Stock or (B) those, the proceeds of which, are used to immediately redeem all of the outstanding shares of Series A Preferred Stock;
(iv) authorize, issue or transfer any equity (including any obligation or security convertible into, exchangeable for or evidencing the right to purchase any such equity) in any subsidiary of the Company other than (A) equity issued or transferred to the Company or another wholly-owned subsidiary of the Company or (B) equity, the proceeds of which, are used to immediately redeem all of the outstanding shares of Series A Preferred Stock;
(v) incur or refinance any Debt that would result in a ratio of total outstanding Debt...
Investor Consent. From time to time so long as the Investor 75% Event shall not have occurred, without the prior written consent of the Investor, the Company shall not take (and the Company Board shall not authorize the Company to take) any of the following actions:
(a) issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of any Company Securities or Subsidiary Securities that rank senior to, or pari passu with, the Series A Preferred Stock for purposes of dividends, redemption and upon liquidation to any Person other than the Company or its Wholly Owned Subsidiaries;
(b) split, combine or reclassify any shares of capital stock of the Company or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the Company Securities or Subsidiary Securities owned by any Person other than the Company or its Wholly Owned Subsidiaries, or redeem, repurchase or otherwise acquire or offer to redeem or repurchase, or otherwise acquire any Company Securities or any Subsidiary Securities other than (x) pursuant to the terms of any Company Stock Plan, (y) the Warrants, pursuant to the terms thereof or (z) shares of Series A Preferred Stock, pursuant to the terms thereof;
(c) create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof, having an aggregate principal amount on a consolidated basis for the Company and its Subsidiaries outstanding at any time exceeding the greater of (i) $20 million or (ii) the sum of the operating expenses for the two (2) preceding fiscal quarters of the Company;
(d) enter into any Related Party Transaction, excluding compensation, benefits, indemnification and other agreements with Directors and employees of the Company (in each case, to the extent in the ordinary course of business);
(e) amend the Certificate of Incorporation, Bylaws or other similar organizational documents (whether by merger, consolidation, combination, reclassification or otherwise);
(f) change the size of the Company Board;
(g) adopt any stockholder rights plan which does not exempt the Investor from being an “acquiring person” solely as a result of (i) its holdings of any Company Securities as of the adoption of such stockholder rights plan, (ii) payment of PIK Dividends subsequent to the adoption of the stockholder rights plan, (iii) the application of any adjustments pursuant to Section 11(a) of the Se...
Investor Consent. Until the Fall-Away of Investor Board Rights, without the prior written consent of the FP Investor Parties, the Company shall not take (and the Board shall not authorize the Company to take) any of the following actions:
(a) increase the size of the Board to more than a total of 7 Director seats;
(b) increase the size of the Compensation Committee to more than a total of 3 members; or
(c) amend or alter the Director Qualification Standards, the Corporate Governance Guidelines, the policies set forth in any of the Company’s committee charters or any similar successor policies thereto, provisions of the Company’s Code of Conduct applicable to Directors, the xxxxxxx xxxxxxx policy applicable to Directors and any other Company rules, policies, guidelines, indemnification and exculpation applicable to Directors or Board committees, including in the Certificate of Incorporation or the Bylaws, in each case, in a manner that adversely affects in any material respect the rights of the FP Investor Parties set forth in this Agreement or the Series A Certificate of Designations or has a disproportionately adverse effect on the eligibility for office of the then sitting or proposed Investor Director relative to other then sitting Directors (in each case, other than as required by a change in applicable Law or the rules and regulations of NASDAQ after the Signing Date).
Investor Consent. The Approved Holders shall be entitled to the rights set forth in Section 20 of the Series A-1 Certificate of Designations even if such Series A-1 Certificate of Designations is then no longer in effect.
Investor Consent. The purchase and sale of the Servicing Rights are subject to approval by the applicable Investors. In accordance with the Applicable Requirements, Seller shall submit to the Investors all materials necessary to obtain the Investor Consents in a timely manner with respect to the transfer of the Servicing Rights from Seller to Purchaser. Seller shall use its best efforts to obtain Investor Consents promptly, and Purchaser shall cooperate with Seller in obtaining the Investor Consents. Seller shall pay any and all costs of securing Investor Consents for the transactions contemplated in this Agreement, including, without limitation, fees to the Investors for the transfer of the Servicing Rights in accordance with the Applicable Requirements.
Investor Consent. Notwithstanding anything to the contrary herein, as long as the Investor and its Affiliates (where such Affiliates have received Investor Shares through a transfer permitted under Section 3.01(e)) beneficially own at least ten percent (10%) of the then outstanding Company Shares, neither the Company nor the Board of Directors shall (whether in a single transaction or a series of related transactions, and whether directly or indirectly, or by amendment, merger, consolidation, or otherwise), without first obtaining the consent of the Investor;
(a) alter or change the rights, preferences or privileges set forth in the terms of the Ordinary Shares or High-Vote Ordinary Shares so as to materially and adversely affect such shares; or
(b) authorize, enter into or effect any liquidation, dissolution or winding-up of the Company; provided that, for the purpose of determining beneficial ownership of Investor and its Affiliates under this Section 6.01, any Dilutive Issuance which immediately reduces the aggregate beneficial ownership of Investor and its Affiliates below ten percent (10%) of the then outstanding Company Shares, as well as subsequent Dilutive Issuances, shall be ignored.
Investor Consent. (a) As long as the Investor Parties continue to beneficially own any shares of Series C Preferred Stock issued to the Investor on the Closing Date and, following such time as the Investor Parties no longer own any shares of Series C Preferred Stock, and in the case of clause (iii), for so long as the Investor Parties continue to hold any Common Shares issued upon conversion of such shares of Series C Preferred Stock, without the prior written consent of the Investor, the Company shall not take (and the Board shall not authorize the Company to take) any of the following actions:
(i) authorize or issue any Parity Stock or Senior Stock, or amend or alter the Certificate of Incorporation to authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, any Parity Stock (including any increase in the number of authorized or issued shares of Series C Preferred Stock) or Senior Stock; provided that the consent of the Investor will not be required for (A) the authorization or creation of, or the increase in the number of authorized or issued shares of, or any securities convertible into shares of, or the reclassification of any security (other than Series C Preferred Stock) into, any Junior Stock or (B) the authorization and issuance of Series D Preferred Stock in accordance with this Agreement and the Series C Certificate of Amendment;
(ii) amend, modify or supplement any provision of the Certificate of Incorporation or Bylaws in a manner that alters or changes the rights, preferences or privileges of the holders of Series C Preferred Shares (including by reducing the Liquidation Preference Amount (as defined in the Series C Certificate of Amendment)) or otherwise has an adverse effect on, the holders of Series C Preferred Stock;
(iii) voluntarily de-list the Common Stock from the NYSE or any other National Securities Exchange upon which the Common Stock may subsequently be listed; or
(iv) voluntarily cause the Common Stock to be de-registered under the Exchange Act.
(b) Until the Fall-Away of Investor Board Rights, without the prior written consent of the Investor, the Company shall not take (and the Board shall not authorize the Company to take) any of the following actions:
(i) increase the size of the Board to more than a total of 11 Director seats;
(ii) amend or modify the rights, power or authority of the Chairman or Lead Independent Director in a manner that adve...
Investor Consent. The consent of the Investor to the authorization and issuance of certain "Parity Shares" pursuant to Section 5.2(c) of the Authorizing Resolution, substantially in the form attached as Exhibit F hereto, shall have been duly executed by the Investor and delivered to the Company.
Investor Consent. For purposes of this Contract, “Investor Consent” means concurrence of more than sixty-five percent (65%) of the Investors, as measured by each Investor’s pro rata share of capital invested in the MST Project. The Lead Provider shall be responsible for notifying the Investors within the time frames set forth in the Investment Documents regarding any matter for which Investor Consent is required under this Contract by providing the Investors with a description of the matter submitted for Investor Consent. The Investors shall provide written notice (including email notice) to the Lead Provider of whether or not Investor Consent has been obtained regarding such matter as soon as possible, but in all events within ten (10) Business Days from the date of receipt of all information that the Investors may reasonably request in order to provide such Investor Consent. The failure of the Investors to provide Investor Consent within such period of time shall constitute withholding of Investor Consent.
