Major Consent Matters. Except as provided in Section 4.4(b) and subject to Section 4.4(e), the Company and its Subsidiaries shall not take or agree to take, and the Board of Directors or equivalent governing body of any Subsidiary shall not authorize, any of the following actions without the prior written consent of each of the Principal Investors; provided that (w) the consent of DK (or the applicable DK Transferee) pursuant to this Section 4.4(a) shall no longer be required (and DK or the applicable DK Transferee shall no longer be considered a Principal Investor for purposes of this Section 4.4) from and after the first date on which DK or such DK Transferee, as applicable, no longer beneficially owns at least 50% of the Common Units held by DK as of the Emergence Date, or from and after any termination of such rights pursuant to Section 11.18, (x) the consent of PIMCO pursuant to this Section 4.4(a) shall no longer be required (and PIMCO shall no longer be considered a Principal Investor for purposes of this Section 4.4) from and after the first date on which PIMCO’s Governance Percentage Interest is less than 7.5%, or from and after any termination of such rights pursuant to 11.18, (y) the consent of Sixth Street (or the applicable Sixth Street Transferee) pursuant to this Section 4.4(a) shall no longer be required (and Sixth Street or the applicable Sixth Street Transferee shall no longer be considered a Principal Investor for purposes of this Section 4.4) from and after the first date on which Sixth Street or such Sixth Street Transferee no longer beneficially owns at least 50% of the Common Units held by Sixth Street as of the Emergence Date, or from and after any termination of such rights pursuant to Section 11.18 and (z) the consent of any applicable PIMCO Transferee pursuant to this Section 4.4(a) shall no longer be required (and the applicable PIMCO Transferee shall no longer be considered a Principal Investor for purposes of this Section 4.4) from and after the first date on which such PIMCO Transferee’s Governance Percentage Interest is less than 7.5%:
Major Consent Matters. The Articles of Association shall require that Major Consent Matters require approval of either (x)(a) at least 66-2/3% (5 of 7) Directors and (b) at least 55% of the then-outstanding shares of New Common Stock or (y) at least 85% (6 of 7) Directors. “Major Consent Matters” shall mean each of the following: (i) any voluntary dissolution or liquidation of the Company or Xxxxxxx; (ii) any sale of the Company (including any change in control of the majority of voting interests in the Company, other than any transfer by shareholders of the Company in compliance with the tag-along rights set forth below to the extent that the Company or its subsidiaries are not involved in such transaction in a capacity other than implementing the transfer of equity securities in connection therewith and other actions ancillary thereto) or all or substantially all of its assets;
Major Consent Matters. For so long as the Fidelity Stockholders or the JPM Stockholders are entitled to designate at least one (1) director pursuant to Section 5.3, the Board of Directors shall not (and shall not permit any of its Subsidiaries to) take any action involving any of the following matters without the prior approval of both (i) a majority of the Board of Directors, which majority must include (x) so long as the Fidelity Stockholders are entitled to so designate a director, at least one (1) Fidelity Director and/or (y) so long as the JPM Stockholders are entitled to so designate a director, at least one (1) JPM Director, and (ii) Stockholders holding a majority of the Shares (collectively, the “Major Consent Matters”):
