Common use of Matters Requiring Consent Clause in Contracts

Matters Requiring Consent. Notwithstanding anything herein or in the Certificate of Incorporation to the contrary, the Issuer and its Subsidiaries shall not, directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the actions set forth below without the prior written consent of (i) the AEA Stockholders, to the extent the AEA Stockholders are entitled to designate two (2) AEA Designees as of the date of such proposed action; (ii) the OTPP Stockholder, to the extent the OTPP Stockholder is entitled to designate two (2) OTPP Designee as of the date of such action; and/or (iii) the TCP Stockholder, to the extent the TCP Stockholder is entitled to designate two (2) TCP Designee as of the date of such action, in each case, so long as the number of Shares collectively Beneficially Owned by the AEA Stockholders, the OTPP Stockholder and the TCP Stockholder, as of the date of such proposed action, is at least thirty percent (30%) of the aggregate number of Shares outstanding immediately following the consummation of the IPO: (a) increase or decrease the authorized number of Directors constituting the Board or the board of directors of any Subsidiary; (b) terminate or appoint a Chief Executive Officer of the Issuer; (c) in respect of the Issuer or any of its significant subsidiaries (as such term is defined under Rule 1-02(w) of Regulation S-X), initiate any voluntary election to wind up, liquidate or dissolve or to commence bankruptcy, insolvency, reorganization or relief proceedings or adopt a plan with respect thereto or admit in writing an inability to pay any indebtedness; (d) acquire or dispose, or agree to acquire or dispose, of any assets or any business enterprise or division thereof, or invest in or enter into, any joint venture, alliance or other strategic or similar transaction, or agree to invest in or enter into any such transaction, for consideration in excess of two-hundred and fifty million ($250.0 million) in any single transaction or series of related transactions; or (e) enter into or effect a Change in Control.

Matters Requiring Consent. Notwithstanding anything herein or in the Certificate of Incorporation to the contrary, the Issuer and its Subsidiaries shall not, directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the actions set forth below without the prior written consent of (i) the AEA PEP Stockholders, to the extent the AEA PEP Stockholders are entitled to designate nominate two (2) AEA PEP Designees as of the date of such proposed action; action and/or (ii) the OTPP StockholderSilver Lake Stockholders, to the extent the OTPP Stockholder is Silver Lake Stockholders are entitled to designate nominate two (2) OTPP Designee as of the date of such action; and/or (iii) the TCP Stockholder, to the extent the TCP Stockholder is entitled to designate two (2) TCP Designee Silver Lake Designees as of the date of such action, in each case, so long as the number of Shares collectively Beneficially Owned by the AEA Stockholders, the OTPP Stockholder PEP Stockholders and the TCP StockholderSilver Lake Stockholders, as of the date of such proposed action, is at least thirty percent (30%) of the aggregate number of Shares outstanding immediately following the consummation of the IPO: (a) increase or decrease the authorized number of Directors constituting the Board or the board of directors of any Subsidiary; (b) terminate or appoint a Chief Executive Officer of the Issuer; (c) in respect of the Issuer or any of its significant subsidiaries (as such term is defined under Rule 1-02(w) of Regulation S-X), initiate any voluntary election to wind up, liquidate or dissolve or to commence bankruptcy, insolvency, reorganization or relief proceedings or adopt a plan with respect thereto or admit in writing an inability to pay any indebtedness; (d) acquire or dispose, or agree to acquire or dispose, of any assets or any business enterprise or division thereof, or invest in or enter into, any joint venture, alliance or other strategic or similar transaction, or agree to invest in or enter into any such transaction, for consideration in excess of two-five hundred and fifty million dollars ($250.0 million500,000,000) in any single transaction or series of related transactions; or; (e) authorize, issue or enter into any agreement providing for the incurrence, refinancing, redemption or purchase of, or otherwise incur, indebtedness or borrowings (in any single transaction or series of related transactions) such that following such event, the outstanding indebtedness or borrowings (including any amounts available to be incurred under any revolving credit facility, delayed draw term loan facility or similar facility) of the Issuer and its Subsidiaries would exceed five hundred million dollars ($500,000,000); provided that consent under this Section 4.1(e) shall not be required for any draw-downs under any revolving credit facility, delayed draw term loan facility or similar facility (i) which was approved under this Section 4.1(e) or (ii) for which approval was not required, in each case prior to the date of such draw-down; (f) enter into or effect a Change in Control; and (g) transfer, issue, sell or dispose of any Shares, other equity securities, equity-linked securities or securities that are convertible into equity securities of the Issuer or its Subsidiaries to any Person that is a non-strategic financial investor (which for the avoidance of doubt shall include any investment funds set up with the primary objective of making financial investments or to invest capital and fund managers (including venture capital funds, hedge funds, bond funds, balanced funds, private equity funds, buy-out funds, sovereign wealth funds or any other such funds)) in a private placement transaction or series of transactions. For the avoidance of doubt, this Section 4.3(f) shall not apply to any issuance of additional Shares or other equity securities of the Issuer or its Subsidiaries (i) under any stock option or other equity compensation plan of the Issuer or any of its Subsidiaries approved by the Board or the compensation committee of the Board or (ii) pursuant to the exercise or conversion of any options, warrants or other securities existing as of the date hereof.

Matters Requiring Consent. Notwithstanding anything herein (a) For so long as the ORCP Stockholders Beneficially Own greater than or in equal to 30% of the Certificate outstanding Common Stock, neither the Company nor any of Incorporation to the contrary, the Issuer and its Subsidiaries shall nottake, directly or indirectlybe permitted to take, any of the actions enumerated in this Section 6.1(a) without the prior written approval of the ORCP Stockholders: (i) any authorization, creation (by amendmentway of reclassification, merger, conversion, consolidation or otherwise) or issuance of Common Stock or other equity securities (or securities convertible thereinto) of the Company or the Company’s Subsidiaries, take including any designation of the rights (including special voting rights) of one or more classes of preferred stock of the Company or the Company’s Subsidiaries, other than: (1) issuances to the Company or any of the actions set forth below without the prior written consent of (i) the AEA Stockholders, to the extent the AEA Stockholders are entitled to designate two Company’s wholly owned Subsidiaries; (2) AEA Designees issuances of Common Stock or other equity securities (or securities convertible thereinto) of the Company or the Company’s Subsidiaries not in excess of 3% in the aggregate of such entity’s outstanding equity interests; (3) pursuant to an equity compensation plan either in effect as of the Effective Time or otherwise adopted by the Board of Directors; or (4) upon the conversion of convertible securities or the exercise of warrants or options; provided, that such convertible securities, warrants or options are outstanding as of the Effective Time or issued in compliance with this Section 6.1; 5 NTD: To be agreed by the parties. (ii) entering into, or materially amending, any joint venture or similar business alliance having a fair market value as of the date of such proposed action; formation thereof (iias reasonably determined by the Board of Directors) in excess of $200 million; (iii) entering into, or materially amending, any agreement providing for the OTPP Stockholderacquisition or divestiture of assets or equity securities of any Person, in each case and whether in a single transaction or series of related transactions, providing for aggregate consideration in excess of $200 million; (iv) declaring or paying any dividend or distribution to the extent the OTPP Stockholder is entitled to designate two Company’s stockholders (1) on a non-pro rata basis or (2) OTPP Designee in excess of $175 million in the aggregate during any fiscal year; (v) any redemption, repurchase or other acquisition of its equity securities or any declaration thereof, other than (1) the redemption, repurchase or other acquisition of any equity securities of any director, officer, independent contractor or employee of the Company or any of its Subsidiaries in connection with the termination of the employment or services of such director, officer, independent contractor or employee in the ordinary course of business as contemplated by the applicable equity compensation plan or award agreement with respect to such equity securities or (2) the redemption, repurchase or other acquisition of any equity securities of any current or former officer of the Company or any of its Subsidiaries in connection with the recovery of erroneously awarded compensation pursuant to the Company’s compensation recovery policy and in accordance with the rules and regulations of the SEC; (vi) incurring indebtedness for borrowed money (including through capital leases, incurrence of loans, issuance of debt securities or guarantee of indebtedness of another Person) in such an amount which, after the incurrence thereof, would cause the Company’s total net leverage ratio (as such term or equivalent term is customarily defined) to exceed 3.5x, other than (1) any incurrence under any of the senior note indentures in existence as of the date of such action; and/or (iii) the TCP Stockholder, to the extent the TCP Stockholder is entitled to designate two Effective Time and (2) TCP Designee any incurrence made in the ordinary course of business under the Triton Credit Agreements in existence as of the date Effective Time; (vii) amending, modifying, waiving or repealing (whether by merger, consolidation, conversion or otherwise) any provision of such action, in each case, so long as the number of Shares collectively Beneficially Owned by the AEA Stockholdersthis Agreement, the OTPP Stockholder and Certificate of Incorporation or the TCP Stockholder, as bylaws (or equivalent organizational documents) of the date Company or any of such proposed actionits Subsidiaries in a manner that adversely affects (1) any powers, is at least thirty percent preferences or rights of the ORCP Stockholders (30including, for the avoidance of doubt, the advance waiver of corporate opportunities); (2) any rights or protections, or increases the liability (actual or potential) of a Sponsor Nominee; or (3) the Company’s ability to perform under this Agreement or any successor stockholders agreement with the ORCP Stockholders; (viii) designating a Director to the Board of Directors or to a committee thereof in a manner contrary to the Nominating Sponsor Stockholders’ rights as described in Section the Certificate of Incorporation; and (ix) entering into of any agreement to do any of the foregoing. (b) Neither the Company nor any of its Subsidiaries shall take, or be permitted to take, any of the actions enumerated in this Section 6.1(b) without the approval of the Directors constituting two-thirds (66.7%) of the aggregate number Board of Shares outstanding immediately following the consummation of the IPODirectors: (ai) increase any issuance of Common Stock or decrease other Equity Securities, including any designation of the authorized number rights (including special voting rights) of one or more classes of preferred stock of the Company or any of its Subsidiaries to a Sponsor Stockholder, other than the ORCP Stockholders pursuant to an exercise of purchase rights in accordance with Section IV hereof; (ii) entering into or effecting a Change of Control (as defined in any of the senior note indentures in effect on the date hereof) or any similar transaction; (iii) increasing or decreasing the size of the Board of Directors constituting the Board or the board of directors of any Subsidiary;Subsidiary or any committee thereof except in accordance with the Certificate of Incorporation; and (biv) terminate initiating any voluntary liquidation, dissolution, winding-up, receivership, bankruptcy or appoint a Chief Executive Officer of other insolvency proceeding involving the Issuer; (c) in respect of the Issuer Company or any of its significant subsidiaries (as such term is defined under Rule 1-02(w) of Regulation S-X), initiate any voluntary election to wind up, liquidate or dissolve or to commence bankruptcy, insolvency, reorganization or relief proceedings or adopt a plan with respect thereto or admit in writing an inability to pay any indebtedness; (d) acquire or dispose, or agree to acquire or dispose, of any assets or any business enterprise or division thereof, or invest in or enter into, any joint venture, alliance or other strategic or similar transaction, or agree to invest in or enter into any such transaction, for consideration in excess of two-hundred and fifty million ($250.0 million) in any single transaction or series of related transactions; or (e) enter into or effect a Change in ControlMaterial Subsidiaries.