Investor Consent Rights. Until such time as the total of the Issuer Class A Shares and Underlying Shares held by the Investors and their Affiliates falls below 5% of the Issuer Shares that would be outstanding if all Convertible Notes held by the Investors at such time had been converted into Issuer Class A Shares at such time., the Issuer shall not, and shall cause each other Issuer Group Entity not to, without first obtaining the Required Investor Consent:
(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 Investors;
(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 Underlying 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 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 outstan...
Investor Consent Rights. (a) Until such time as the Investor Voting Interest is less than 25%, without the prior consent of the Investor, the Company shall not, and shall cause each of its Subsidiaries not to, take any of the following actions, commit, resolve or agree to take any of the following actions or authorize or otherwise facilitate any of the following actions:
(i) in any fiscal year, acquire, in a single transaction or a series of related transactions, any business organization or division thereof or assets if in such fiscal year (A) the aggregate consideration paid by the Company for all such acquisitions completed in such fiscal year would exceed 10% of the Company’s consolidated assets as of the end of the most recently completed fiscal year or (B) the aggregate contribution to revenue of the businesses, divisions and assets acquired on a pro forma basis for the most recently completed fiscal year would exceed 10% of the Company’s revenues for the most recently completed fiscal year, excluding, in all cases, (1) transactions consented to by the Investor, (2) transactions between and among any of the Company and its direct or indirect wholly-owned Subsidiaries and (3) acquisitions of inventory, equipment and real property in the ordinary course of business;
(ii) in any fiscal year, sell, transfer or dispose of, in a single transaction or a series of related transactions, any business organization or division of the Company or any of its assets if in such fiscal year (A) the aggregate consideration received by the Company for all such sales, transfers or dispositions completed in such fiscal year would exceed 10% of the Company’s consolidated assets as of the end of the most recently completed fiscal year or (B) the aggregate contribution to revenue of the sold, transferred or disposed businesses, divisions and assets for the most recently completed fiscal year would exceed 10% of the Company’s revenues for the most recently completed fiscal year, excluding, in all cases, (1) transactions consented to by the Investor, (2) transactions between and among any of the Company and its direct or indirect wholly-owned Subsidiaries, (3) disposition of any aircrafts owned by the Company and (4) dispositions of inventory , equipment and real property in the ordinary course of business;
(iii) other than grants in the ordinary course of business consistent with past practice to employees or directors of the Company pursuant to an existing stock option plan or restricted stock plan,...
Investor Consent Rights. For so long as any shares of the Series B Shares remain outstanding, the following actions may only be taken by the Company or any of its direct or indirect subsidiaries with the written consent of Investors representing at least seventy-five percent (75%) of the outstanding Series B Shares:
8.4.1 amend, waive, alter or repeal the preferences, rights, privileges or powers of the Series B Shares;
8.4.2 amend, alter or repeal any provision of the Certificate of Designation in a manner that is adverse to the holders of Series B Shares;
8.4.3 authorize, create or issue any equity securities senior to or pari passu with either series of the Series B Shares; or
8.4.4 increase or decrease the number of directors constituting the Company Board.
Investor Consent Rights. In addition to, and not in limitation of, 1(a), the vote or written approval or election of the Holders of at least 60% of the shares of Series B Preferred Stock outstanding at such time, voting or providing such approval or election together as a single class, and for the avoidance of doubt, without giving effect to limitations associated with the Cap or the Voting Threshold, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for, directly or indirectly, taking any of the following actions, whether or not such approval is required pursuant to the DGCL:
(i) any amendment or alteration (whether by merger, consolidation or otherwise) of, or any supplement (whether by a certificate of designations or otherwise) to, the Certificate of Incorporation or any provision thereof, or any other action, 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, or issue, any Parity Stock (other than Series B-1 Preferred Stock in connection with the Transactions) or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, the Series B-1 Preferred Stock or Series B-2 Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company;
(ii) the declaration or payment of any dividend or distribution on any Capital Stock of the Company;
(iii) the purchase, redemption or other acquisition for consideration by the Company, directly or indirectly, of any Common Stock or other Junior Stock, except for (A) the “net” or “cashless” exercise of stock options or warrants, (B) the withholding or repurchase of Capital Stock to satisfy applicable tax withholding obligations arising in connection with exercised stock options or the vesting or settlement of restricted stock units or other stock awards or (C) settlement in cash of restricted stock units or other stock-based awards, in each case of (A) through (C), in the ordinary course of business pursuant to an existing equity plan of the Company or any equity plan approved by the Board;
(iv) any amendment or alteration (whether by merger, consolidation, operation of law or otherwise) to the rights, preferences, privileges or voting powers of the Series B-1 Preferred Stock or Series B...
Investor Consent Rights. Without the affirmative approval of the holders of a majority of the Class A Common Stock then outstanding, the Company shall not change the primary business strategies or focus of the Company and its Subsidiaries; provided, however, that the provisions of this Section 8.5 shall not be applicable in the instances stated in Section 4.4.1 of the Certificate of Incorporation attached as Exhibit B to this Agreement, including in connection with the exercise of certain repurchase rights and the reduced percentage of Class A Common Stock held by the Investors.
Investor Consent Rights. Until such time as the Investor Voting Interest is less than 25%, without the prior consent of the Investor, the Company shall not, and shall cause each of its Subsidiaries not to, take any of the following actions, commit, resolve or agree to take any of the following actions or authorize or otherwise facilitate any of the following actions:
Investor Consent Rights. (a) From and after the date hereof and until the earlier of (i) such a time that the Investor no longer beneficially owns at least 20% of the outstanding Common Stock of the Company and (ii) the date that is 24 months following the Closing Date, the Company, without the prior written consent of the Investor (which consent shall not be unreasonably withheld or delayed), shall not, directly or indirectly:
(A) acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any assets outside the ordinary course of business if the aggregate amount of the consideration paid in connection with all such transactions, in any given fiscal year, would exceed the amount of $25,000,000;
(B) issue, deliver, sell, pledge, dispose of, grant, award or encumber any shares of capital stock, ownership interests or voting securities, or any options, warrants, convertible securities or other rights of any kind to acquire or receive any shares of capital stock, any other ownership interests or any voting securities of the Company or any of its Subsidiaries (except for (A) issuances in accordance with the Company’s existing or future Benefit Plans or (B) issuances in accordance with the Rights Plan); provided, however, that, following the Closing Date, the Company may raise additional capital through the issuance of capital stock in an amount not to exceed $25,000,000 in any given fiscal year;
(C) enter into any new line of business outside of its existing business; and
(D) enter into any agreements or understandings with respect to any of the foregoing items (A) through (C).
(b) From and after the date hereof and until such a time that the Investor no longer beneficially owns at least 20% of the outstanding Common Stock of the Company, the Company, without the prior written consent of the Investor (which consent shall not be unreasonably withheld or delayed), shall not, directly or indirectly:
(i) enter into, amend in any respect, modify in any respect or terminate or engage in any transactions with any executive officer or director of the Company (other than any agreements, arrangements or transactions with any such persons relating to customary compensation and benefit matters), any person owning 5% or more of the Company’s Common Stock or any relative of any such person or any entity directly or indirectly controlled by such person, except as contemplated by the Insti...
Investor Consent Rights. For so long as any shares of the Preferred Shares remain outstanding, the following actions may only be taken by the Company or any of its direct or indirect subsidiaries with the written consent of Investors representing a majority of the outstanding Preferred Shares:
8.4.1 amend, waive, alter or repeal the preferences, rights, privileges or powers of the Preferred Shares;
8.4.2 amend, alter or repeal any provision of the Certificate of Designation in a manner that is adverse to the holders of Preferred Shares;
8.4.3 authorize, create or issue any equity securities senior to or pari passu with either series of the Preferred Shares; or
8.4.4 increase or decrease the number of directors constituting the Company Board.
Investor Consent Rights. Following the Closing and prior to the Fall-Away of Investor Board Rights, unless the Investor has otherwise consented to in writing, the Company shall not:
Investor Consent Rights
