Common use of Matters Requiring Approval Clause in Contracts

Matters Requiring Approval. During the time Intrawest or Holdings holds at least 25% of the issued and outstanding Common Shares, in addition to any other approval that may be required by law, by this Agreement or pursuant to the Corporation’s Constating Documents, neither the Corporation nor any subsidiary of the Corporation shall take any of the following actions, and none of the parties to this Agreement shall authorize, take part in or permit any of the following actions to be taken by the Corporation or any subsidiary, unless such action is approved by each of the Shareholders: (1) the redemption or purchase for cancellation or acquisition or other retirement for value of any Shares, or any other distribution of the assets of the Corporation to its shareholders other than lawful distributions in accordance with the distribution policy referred to in section 2.9; (2) the transfer or issuance by the Corporation or any subsidiary of the Corporation of any shares in the capital of, or right, title or interest in, the Corporation or any subsidiary of the Corporation or any corporation or other business entity other than the Corporation which carries on a material part of its overall business, including the making of an allotment of, or the issuance or granting of any option, right or warrant to subscribe for, purchase or otherwise acquire, any Share or any security convertible into or exchangeable for any Share; (3) the conversion, exchange, reclassification, redesignation, subdivision, consolidation or other change of or to any Shares or the amendment or variation of any rights, privileges, restrictions or conditions attaching to any such Shares; (4) the amalgamation, merger, consolidation or reorganization of the Corporation or any subsidiary of the Corporation, or the approval or effecting of any compromise or arrangement between the Corporation or any subsidiary of the Corporation and its creditors or any class of them or its Shareholders or any class of them, in each case, whether statutory or otherwise; (5) the filing of a voluntary petition under any bankruptcy laws or the making of a voluntary assignment for the benefit of the creditors of the Corporation or any subsidiary of the Corporation generally or the taking or institution of any proceedings for the winding-up, liquidation or dissolution of the Corporation or any subsidiary of the Corporation; (6) the taking of any action to alter or amend or change the Constating Documents of the Corporation or any subsidiary of the Corporation; (7) the entering into of any transaction, contract, commitment or agreement with any Related Party of the Corporation or of a subsidiary of the Corporation where the subject matter of the transaction, contract, commitment or agreement has a value in excess of, or such transaction, contract, commitment or agreement may involve the Corporation or any of its subsidiaries being, or becoming obligated to make payments or capital expenditures or incurring liabilities, in the aggregate over the term of such transaction, contract, commitment or agreement in excess of, $50,000 in respect of any single transaction or series of transactions constituting part of an overall transaction, provided that where the value of such transaction, contract, commitment or agreement is less than $50,000, such transaction, contract, commitment or agreement is on terms and at a cost or for a price or consideration to the Corporation or any of its subsidiaries which are no less advantageous to the Corporation or such subsidiary than would generally be available to the Corporation or such subsidiary from Persons acting as principal and dealing at arm’s length with the Corporation or such subsidiary within the meaning of such expression in the Tax Act; (8) the adoption or approval of an Annual Budget, an amended Annual Budget, a Capital Expenditures Budget or an amended Capital Expenditures Budget; (9) except for indebtedness for or in respect of borrowed monies in an amount less than $15,000,000 in the aggregate for the Corporation and its subsidiaries and except as provided for in the Approved Budget, borrow any money, assume, incur or become liable upon any indebtedness for or in respect of borrowed money, give any security or assume, incur or become liable or undertake, commit or agree to assume, incur or become liable in respect of any indebtedness for borrowed monies of any Person; (10) except as provided for in the Approved Budget, authorize or make any capital expenditures in excess of, or purchase or otherwise acquire or sell, transfer, lease, exchange or otherwise dispose of or encumber, or agree, absolutely or contingently, to purchase or otherwise acquire or sell, transfer, lease, exchange or otherwise dispose of or encumber any single asset, or property or right having a value in excess of $100,000 for any item or series of items constituting part of a single item, or $100,000 in the aggregate in any fiscal year for the Corporation and its subsidiaries; (11) enter into, or make any material modification or material amendment to any Material Contract or waive (in whole or in part) any material rights under any Material Contract, other than as provided for in the Approved Budget; (12) establish, adopt, enter into, make or amend any collective bargaining, bonus, profit sharing, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee of the Corporation or any of its subsidiaries, or make any award or payment to any director, officer or employee of the Corporation or any of its subsidiaries except in the ordinary course of business and consistent with past practice and except as provided for in the Approved Budget; provided, however, that compensation paid to the directors of the Corporation set out in Schedule C for all services rendered to the Corporation by them will remain at the levels set out in Schedule C until the first anniversary of the date of this Agreement; (13) grant financial assistance to any Person, directly or indirectly, by way of loan, guarantee, the provision of security or otherwise, other than financial assistance where the amount or value of the loan, guarantee, security or other financial assistance provided to or for the benefit of any Person or in respect of any single transaction or series of transactions constituting part of an overall transaction, does not exceed $50,000 and the amount or value of the aggregate financial assistance in any financial year of the Corporation does not exceed $50,000; (14) subscribe for, take, purchase, acquire or hold, or undertake, commit or agree to subscribe for, take, purchase, acquire or hold, shares or other securities of any Person or the whole or any substantial part of the assets and liabilities of any Person comprising a business; (15) enter into, create, dissolve or terminate any partnership, joint venture or any arrangement for the sharing of profits, co-ownership or reciprocal concession with any Person pursuant to which the Corporation and its subsidiaries is or may become obligated to make payments or incur liabilities, in the aggregate, over the term of the partnership, joint venture or profit sharing, co-ownership or reciprocal concession arrangement, in excess of $50,000; (16) the taking of any action which would result in any material change in the nature of the business of the Corporation or the implementation of any other material change in the present business, affairs, capitalization, distribution policy or practice, or financial condition of the Corporation and its subsidiaries, taken as a whole, other than any change in general business conditions or any change in the markets or prices for the Corporation’s principal services; (17) any change in the fiscal year end of the Corporation or of the auditors of the Corporation; or (18) any change in the officers of the Corporation; provided that nothing contained in this section 2.6 shall prohibit the making of any non-discretionary expenditures or any expenditures necessary for the normal repair and maintenance of any asset or property owned or held under lease or licence by the Corporation or any subsidiary of the Corporation or to avoid the suspension of necessary services to or the provisions of necessary services by the Corporation or any subsidiary of the Corporation, The provisions of this section 2.6 do not apply to transactions between the Corporation and any of its wholly-owned subsidiaries or between any of its wholly-owned subsidiaries.

Matters Requiring Approval. During Notwithstanding any provision of this Agreement to the time Intrawest or Holdings holds contrary, for so long as the Sponsor and its Affiliates and the Founders and their Affiliates, respectively, collectively Beneficially Own at least 255% of the issued then outstanding shares of Common Stock and outstanding Common Shares, in addition are entitled to any other approval that may be required by law, by this Agreement or designate at least one director of the Company pursuant to Section 2.1(b) (or such earlier date that the Corporation’s Constating DocumentsSponsor or the Founders request their respective approval rights to be terminated), neither the Corporation nor any subsidiary of the Corporation Company shall take any of the following actionsnot take, and none of the parties shall cause its Subsidiaries not to this Agreement shall authorizetake, take part in or permit any of the following actions to be taken by without the Corporation or any subsidiary, unless such action is approved by each prior written consent of the ShareholdersSponsor and at least one of the Founders: (1a) the redemption Enter into any related party agreement or purchase for cancellation or acquisition or other retirement for value of any Shares, or any other distribution of the assets of the Corporation to its shareholders other than lawful distributions in accordance with the distribution policy referred to in section 2.9; (2) the transfer or issuance by the Corporation or any subsidiary of the Corporation of any shares in the capital of, or right, title or interest in, the Corporation or any subsidiary of the Corporation or any corporation or other business entity other than the Corporation which carries on a material part of its overall business, including the making of an allotment of, or the issuance or granting of any option, right or warrant to subscribe for, purchase or otherwise acquire, any Share or any security convertible into or exchangeable for any Share; (3) the conversion, exchange, reclassification, redesignation, subdivision, consolidation or other change of or to any Shares or the amendment or variation of any rights, privileges, restrictions or conditions attaching to any such Shares; (4) the amalgamation, merger, consolidation or reorganization of the Corporation or any subsidiary of the Corporation, or the approval or effecting of any compromise or arrangement transaction between the Corporation or any subsidiary of the Corporation and its creditors or any class of them or its Shareholders or any class of them, in each case, whether statutory or otherwise; (5) the filing of a voluntary petition under any bankruptcy laws or the making of a voluntary assignment for the benefit of the creditors of the Corporation or any subsidiary of the Corporation generally or the taking or institution of any proceedings for the winding-up, liquidation or dissolution of the Corporation or any subsidiary of the Corporation; (6) the taking of any action to alter or amend or change the Constating Documents of the Corporation or any subsidiary of the Corporation; (7) the entering into of any transaction, contract, commitment or agreement with any Related Party of the Corporation or of a subsidiary of the Corporation where the subject matter of the transaction, contract, commitment or agreement has a value in excess of, or such transaction, contract, commitment or agreement may involve the Corporation Company or any of its subsidiaries beingSubsidiaries, or becoming obligated to make payments or capital expenditures or incurring liabilitieson the one hand, in and the aggregate over the term of such transaction, contract, commitment or agreement in excess of, $50,000 in respect of any single transaction or series of transactions constituting part of an overall transaction, provided that where the value of such transaction, contract, commitment or agreement is less than $50,000, such transaction, contract, commitment or agreement is on terms and at a cost or for a price or consideration to the Corporation Sponsor or any of its subsidiaries which are no less advantageous to Affiliates (including the Corporation or such subsidiary than would generally be available to the Corporation or such subsidiary from Persons acting as principal and dealing at arm’s length with the Corporation or such subsidiary within the meaning of such expression in the Tax Act; (8) the adoption or approval of an Annual Budget, an amended Annual Budget, a Capital Expenditures Budget or an amended Capital Expenditures Budget; (9) except for indebtedness for or in respect of borrowed monies in an amount less than $15,000,000 in the aggregate for the Corporation and its subsidiaries and except as provided for in the Approved Budget, borrow any money, assume, incur or become liable upon any indebtedness for or in respect of borrowed money, give any security or assume, incur or become liable or undertake, commit or agree to assume, incur or become liable in respect payment of any indebtedness for borrowed monies management, investment banking or similar fees to Sponsor or any Affiliate of any Person; (10Sponsor) except as provided for in or one of the Approved BudgetFounders and his Affiliates, authorize or make any capital expenditures in excess of, or purchase or otherwise acquire or sell, transfer, lease, exchange or otherwise dispose of or encumber, or agree, absolutely or contingently, to purchase or otherwise acquire or sell, transfer, lease, exchange or otherwise dispose of or encumber any single asset, or property or right having a value in excess of $100,000 for any item or series of items constituting part of a single item, or $100,000 in on the aggregate in any fiscal year for the Corporation and its subsidiaries; (11) enter into, or make any material modification or material amendment to any Material Contract or waive (in whole or in part) any material rights under any Material Contractother hand, other than as provided for (i) in connection with any Rescue Financing, which shall be subject to the Approved Budget; (12) establish, adopt, enter into, make or amend any collective bargaining, bonus, profit sharing, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee approval of the Corporation Board; or (ii) transactions or agreements which are on arms’ length terms entered into by the Company or any of its subsidiaries, or make any award or payment to any director, officer or employee of the Corporation or any of its subsidiaries except Subsidiaries in the ordinary course of business and consistent with past practice and except as provided for in the Approved Budget; provided, however, that compensation paid to the directors a portfolio company of the Corporation set out in Schedule C for all services rendered to the Corporation by them will remain at the levels set out in Schedule C until the first anniversary Sponsor or a portfolio company of the date any Affiliate of this AgreementSponsor; (13b) grant financial assistance to any PersonOther than Excepted Issuances, directly issue, grant, award or indirectly, by way of loan, guarantee, the provision of security or otherwise, other than financial assistance where the amount or value of the loan, guarantee, security or other financial assistance provided to or for the benefit of any Person or in respect of any single transaction or series of transactions constituting part of an overall transaction, does not exceed $50,000 and the amount or value of the aggregate financial assistance in any financial year of the Corporation does not exceed $50,000; (14) subscribe for, take, purchase, acquire or hold, or undertake, commit or agree issue rights to subscribe for, takeexchange or convert into, purchase, acquire any Securities or hold, shares or other securities New Securities of any Person or the whole Company or any substantial part of its Subsidiaries; (c) Declare or pay any Distribution, other than (i) Distributions by the Company’s Subsidiaries that are paid pro rata to the Subsidiaries’ shareholders; and (ii) Distributions in respect of the Securities offered or paid pro-rata to the Stockholders or otherwise pursuant to the terms of the Company’s Organizational Documents; (d) Enter into any bankruptcy, liquidation, dissolution or winding-up of the Company (other than in connection with a sale transaction that is structured as a sale of all or substantially all of the assets and liabilities of any Person comprising a businessthe Company); (15e) enter into, create, dissolve Amend or terminate any partnership, joint venture modify the Organizational Documents in a manner that adversely affects the Blackstone Holders’ or any arrangement for Founder Groups’ rights disproportionately as compared to other holders of Common Stock (taking into account and considering the sharing of profits, co-ownership or reciprocal concession with any Person pursuant to which the Corporation and its subsidiaries is or may become obligated to make payments or incur liabilities, in the aggregate, over the term rights of the partnership, joint venture Blackstone Holders or profit sharing, co-ownership Founder Groups prior to such amendment or reciprocal concession arrangement, in excess of $50,000;modification); and (16f) the taking of Make any action which would result in agreement or arrangement to carry out any material change in the nature of the business of the Corporation or the implementation of any other material change in the present business, affairs, capitalization, distribution policy or practice, or financial condition of the Corporation and its subsidiaries, taken as a whole, other than any change in general business conditions or any change in the markets or prices for the Corporation’s principal services; (17) any change in the fiscal year end of the Corporation or of the auditors of the Corporation; or (18) any change in the officers of the Corporation; provided that nothing contained in matters referenced above under this section 2.6 shall prohibit the making of any non-discretionary expenditures or any expenditures necessary for the normal repair and maintenance of any asset or property owned or held under lease or licence by the Corporation or any subsidiary of the Corporation or to avoid the suspension of necessary services to or the provisions of necessary services by the Corporation or any subsidiary of the Corporation, The provisions of this section 2.6 do not apply to transactions between the Corporation and any of its wholly-owned subsidiaries or between any of its wholly-owned subsidiariesSection 2.2.