Matters Requiring Stockholder Approval. (a) Prior to a Qualified IPO, for so long as H&F continues to hold five percent (5%) or more of the aggregate number of Echo Shares issued to H&F on the date hereof (as appropriately adjusted for any stock split, stock dividend, combination, recapitalization or the like), the Stockholders shall take all Necessary Action to cause Echo not to take, and Echo shall not take, and shall take all action to cause its Subsidiaries not to take, and the Company shall not take, and shall take all action to cause its Subsidiaries not to take, any of the following actions, without the prior written consent of the holders of a Majority in Interest of Echo Shares held by H&F, as of the date of such action, except to the extent any such actions are required to consummate (x) the Qualified IPO pursuant to and compliance with the terms of the LLC Agreement or (y) a Drag-Along Sale pursuant to and in compliance with Section 4.2 or Section 9.03 of the LLC Agreement: (i) unless otherwise contemplated by, or reasonably necessary for compliance with, the terms of this Agreement or any of the other Transaction Documents, the entry into, or amendment or termination of, any agreement or transaction, directly or indirectly, with Blackstone or any of its Affiliates or portfolio companies, except for ordinary course transactions between Echo and/or any of its Subsidiaries, or the Company and/or any of its Subsidiaries, on the one hand, and a Blackstone portfolio company, on the other hand, that are on arms’-length terms; (ii) unless otherwise contemplated by, or reasonably necessary for compliance with, the terms of this Agreement or any of the other Transaction Documents, the entry into, or amendment or termination of, any series of transactions among MCK or any of its Affiliates or portfolio companies, one the one hand, and Blackstone or any of its Affiliates or portfolio companies, on the other hand, solely to the extent related to the transactions contemplated by the Transaction Documents; provided, that for the avoidance of doubt, the foregoing shall not prohibit ordinary course transactions between a MCK portfolio company, on the one hand, and a Blackstone portfolio company, on the other hand, that are on arms’-length terms; (iii) an amendment of, or any change to or waiver of the provisions of (w) the Articles or the certificates or articles of incorporation, by-laws or equivalent constituent governing documents (including the LLC Agreement and Section 11.04(a) and Section 11.04(c) thereof) of Echo and/or any of its Subsidiaries, or the Company and/or any of its Subsidiaries that would materially and adversely affect H&F or disproportionately affect H&F relative to Blackstone, other than amendments entered into to increase the number of authorized shares of Common Stock, (x) the LLC Agreement in a manner that would be disproportionately adverse to H&F relative to Blackstone, (y) Section 5.01(j), Article 9, Article 10 and Section 14.02, in each case, of the LLC Agreement in a manner that is adverse to H&F and (z) the Registration Rights Agreement in a manner that is adverse to H&F; (iv) any Transfer of Units by Echo (x) to Blackstone or any Permitted Transferee of Blackstone or (y) for consideration consisting in whole or in part of cash; provided, that this clause shall not apply to any Transfer of Units in connection with any Approved Echo Plan; (v) entry into any agreement that restricts or prohibits, in any material respect, the Stockholders (or any of their respective Affiliates) from conducting any type of business in any location, including any such agreement approved under clause (v) of Section 5.05(a) of the LLC Agreement, in each case, solely to the extent that any such agreement disproportionately affects H&F (or its Affiliates) relative to Blackstone or MCK; (vi) any declaration or payment of any dividend or the making of any distributions on, or any redemption and/or repurchase of, any Equity Interests of Echo, except, in each case, (x) to the extent such dividends, distributions, redemptions and/or repurchases are made on a pro rata basis to all Stockholders based on each Stockholder’s relative ownership of Equity Interests in Echo and the amounts paid, distributed or otherwise received by the holders of such Equity Interests consists entirely of cash and/or marketable securities and (y) any redemptions and/or repurchases with respect to Equity Interests held by an employee of Echo, the Company or any of its Subsidiaries; (vii) any Qualified IPO or other underwritten offering of Equity Interests of Echo or the Company, in each case, where any entity other than Echo is the issuer in such offering; or (viii) the termination, liquidation or dissolution of Echo or the Company.
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Samples: Stockholders Agreement (PF2 SpinCo, Inc.), Stockholders Agreement (Change Healthcare Inc.), Stockholders Agreement (Change Healthcare Inc.)
Matters Requiring Stockholder Approval. (a) Prior to a Qualified IPO, for so long as H&F continues to hold five percent (5%) or more of the aggregate number of Echo Shares issued to H&F on the date hereof (as appropriately adjusted for any stock split, stock dividend, combination, recapitalization or the like), the The Stockholders shall take all Necessary Action to cause Echo not to take, and Echo shall not take, and shall take all action to cause its Subsidiaries the Company not to take, and the Company shall not take, and shall take all action to cause its Subsidiaries subsidiaries not to take, and Intermediate Holdings shall not take, and shall take all action to cause its subsidiaries not to take, and Emdeon shall not take, and shall take all action to cause its subsidiaries not to take, any of the following actions, actions without the prior written consent of H&F (which consent may be provided or withheld in H&F’s sole discretion, and may, for the holders avoidance of a Majority in Interest of Echo Shares held doubt, be given by H&F, as of the date of such action, except to the extent any such actions are required to consummate (x) the Qualified IPO pursuant H&F Designee; provided, however, that any such written consent may only be given in writing, which writing shall clearly indicate that such written consent is being provided by the H&F Designee (or other signatory) in his or her capacity as an officer or authorized signatory of H&F and any such written consent given by any H&F Designee will be deemed to have been given in that individual’s capacity as an authorized representative of H&F and compliance with the terms not in that individual’s capacity as a director of the LLC Agreement Company or (y) a Drag-Along Sale pursuant to and in compliance with Section 4.2 or Section 9.03 of the LLC Agreement:Majority H&F Investors):
(i) unless otherwise contemplated by, or reasonably necessary for compliance with, the terms of this Agreement or any of the other Transaction Documents, the The entry into, or amendment or termination of, any agreement or transaction, directly or indirectly, with Blackstone or any of its Affiliates or portfolio companies, except for ordinary course transactions between Echo and/or the Company or any of its Subsidiaries, or the Company and/or any of its Subsidiariessubsidiaries, on the one hand, and a Blackstone portfolio company, on the other hand, that are on arms’-length terms; provided, that the terms of the Advisory Agreement are hereby approved by H&F; provided, further, that in any event, H&F shall only have such right in this clause (i) for so long as H&F holds its 5% Threshold Interest Amount;
(ii) unless otherwise contemplated by, or reasonably necessary for compliance with, the terms of this Agreement or any of the other Transaction Documents, the entry into, or amendment or termination of, any series of transactions among MCK or any of its Affiliates or portfolio companies, one the one hand, and Blackstone or any of its Affiliates or portfolio companies, on the other hand, solely to the extent related to the transactions contemplated by the Transaction Documents; provided, that for the avoidance of doubt, the foregoing shall not prohibit ordinary course transactions between a MCK portfolio company, on the one hand, and a Blackstone portfolio company, on the other hand, that are on arms’-length terms;
(iii) an An amendment of, or any change to or waiver of the provisions of (w) the Articles or the certificates or articles of incorporation, by-laws or equivalent constituent governing documents (including the LLC Agreement and Section 11.04(a) and Section 11.04(c) thereof) of Echo and/or any of its Subsidiaries, or the Company and/or any of its Subsidiaries subsidiaries that would materially and adversely affect H&F or disproportionately affect H&F relative to Blackstone, other than (A) amendments entered into to increase the number of authorized shares of Common StockStock or (B) amendments entered into in connection with a Drag-Along Transfer that become effective solely upon the consummation of such Drag-Along Transfer; provided, that in any event, H&F shall only have such consent right in this clause (xii) for so long as H&F holds its 5% Threshold Interest Amount;
(iii) Any sale or issuance of Newly Issued Securities to Blackstone or any of its Affiliates or portfolio companies at a price less than the LLC Agreement Fair Market Value of such Newly Issued Securities; provided, that in a manner that would be disproportionately adverse to any event, H&F relative to Blackstone, shall only have such consent right in this clause (yiii) Section 5.01(j), Article 9, Article 10 and Section 14.02, in each case, of the LLC Agreement in a manner that is adverse to for so long as H&F and (z) the Registration Rights Agreement in a manner that is adverse to H&Fholds its 5% Threshold Interest Amount;
(iv) any Any Drag-Along Transfer or Sale Transaction in which the Stockholders will receive a form of Units by Echo consideration other than cash and Marketable Securities, except in such instances (x) to Blackstone or any Permitted Transferee where the Fair Market Value of Blackstone the per share consideration in such Sale Transaction is less than the Purchase Price Value or (y) for consideration consisting any rollover equity issued to management by the Drag-Along Buyer or Transferee and approved by Blackstone in whole or in part of cashconnection with such transaction; provided, that in any event, H&F shall only have such consent right in this clause shall not apply to any Transfer of Units in connection with any Approved Echo Plan(iv) for so long as H&F holds its 5% Threshold Interest Amount;
(v) entry into Any Transfer or series of Transfers of Company Shares by Blackstone that would result in a Change of Control and that provides for the receipt by the Stockholders of a form of consideration other than cash and Marketable Securities, except in such instances, (x) where the Fair Market Value of the per share consideration in such Transfer is less than the Purchase Price Value or (y) for any agreement rollover equity issued to management by the Transferee and approved by Blackstone in connection with such transaction; provided, that restricts or prohibits, in any material respectevent, the Stockholders (or any of their respective Affiliates) from conducting any type of business H&F shall only have such consent right in any location, including any such agreement approved under this clause (v) of Section 5.05(a) of the LLC Agreement, in each case, solely to the extent that any such agreement disproportionately affects for so long as H&F (or holds its Affiliates) relative to Blackstone or MCK5% Threshold Interest Amount;
(vi) (A) Any increase in the size of the Board of Directors to more than seven (7) directors or (B) any declaration or payment decrease in the size of the Board of Directors to fewer than five (5) directors; provided, that in any dividend or the making of any distributions onevent, H&F shall only have such consent right in this clause (vi) for so long as H&F holds its 25% Threshold Interest Amount; and/or
(vii) The entry into, or any redemption and/or repurchase amendment or termination of, any Equity Interests agreement or transaction, directly or indirectly, with Blackstone Advisory Partners L.P. or any of Echoits controlled Affiliates; provided, excepthowever, that if, and only if, H&F provides its prior written consent (which consent may be provided or withheld in each caseH&F’s sole discretion), (x) H&F shall not be entitled to receive any of the extent such dividends, distributions, redemptions and/or repurchases transaction fees that are made on a pro rata basis to all Stockholders based on each Stockholder’s relative ownership of Equity Interests in Echo and the amounts paid, distributed paid or otherwise received payable by the holders of such Equity Interests consists entirely of cash and/or marketable securities and (y) any redemptions and/or repurchases with respect to Equity Interests held by an employee of Echo, the Company or any of its Subsidiaries;
subsidiaries to Blackstone Advisory Partners L.P. or any of its controlled Affiliates in connection with such applicable engagement ; provided, that in any event, H&F shall only have such consent right in this clause (vii) any Qualified IPO or other underwritten offering of Equity Interests of Echo or the Company, in each case, where any entity other than Echo is the issuer in such offering; orfor so long as H&F holds its 5% Threshold Interest Amount.
(viiib) In the terminationevent that any action submitted for approval pursuant to Section 3.2(a) is not approved in accordance with the provisions hereof, liquidation either Sponsor may provide notice to the other (a “Deadlock Notice”), specifying its request that such Sponsor reconsider such matter. Upon receipt of a Deadlock Notice, each Sponsor shall cause one or dissolution more of Echo or the Companyits representatives to promptly meet to discuss whether a solution that is acceptable to each Sponsor can be developed, and only if each Sponsor determines in its sole discretion that a solution can be developed, such representatives shall promptly meet to negotiate in good faith to develop a solution that is reasonably acceptable to each Sponsor.
Appears in 1 contract
Matters Requiring Stockholder Approval. (a) Prior to a Qualified IPO, for so long as H&F continues to hold five percent (5%) or more of the aggregate number of Echo Shares issued to H&F on the date hereof (as appropriately adjusted for any stock split, stock dividend, combination, recapitalization or the like), the Stockholders shall take all Necessary Action to cause Echo not to take, and Echo shall not take, and shall take all action to cause its Subsidiaries not to take, and the Company shall not take, and shall take all action to cause its Subsidiaries not to take, any of the following actions, without the prior written consent of the holders of a Majority in Interest of Echo Shares held by H&F, as of the date of such action, except to the extent any such actions are required to consummate (x) the Qualified IPO pursuant to and compliance with the terms of the LLC Agreement or (y) a Dragdrag-Along Sale along sale pursuant to and in compliance with Section 4.2 or Section 9.03 of the LLC Agreement:
(i) unless otherwise contemplated by, or reasonably necessary for compliance with, the terms of this Agreement or any of the other Transaction Documents, the entry into, or amendment or termination of, any agreement or transaction, directly or indirectly, with Blackstone or any of its Affiliates or portfolio companies, except for ordinary course transactions between Echo and/or any of its Subsidiaries, or the Company and/or any of its Subsidiaries, on the one hand, and a Blackstone portfolio company, on the other hand, that are on arms’-length terms;
(ii) unless otherwise contemplated by, or reasonably necessary for compliance with, the terms of this Agreement or any of the other Transaction Documents, the entry into, or amendment or termination of, any series of transactions among MCK or any of its Affiliates or portfolio companies, one the one hand, and Blackstone or any of its Affiliates or portfolio companies, on the other hand, solely to the extent related to the transactions contemplated by the Transaction Documents; provided, that that, for the avoidance of doubt, the foregoing shall not prohibit ordinary course transactions between a MCK portfolio company, on the one hand, and a Blackstone portfolio company, on the other hand, that are on arms’-length terms;
(iii) an amendment of, or any change to or waiver of the provisions of (w) the Articles or the certificates or articles of incorporation, by-laws or equivalent constituent governing documents (including the LLC Agreement and Section 11.04(a) and Section 11.04(c) thereof) of Echo and/or any of its Subsidiaries, or the Company and/or any of its Subsidiaries that would materially and adversely affect H&F or disproportionately affect H&F relative to Blackstone, other than amendments entered into to increase the number of authorized shares of Common Stock, (x) the LLC Agreement in a manner that would be disproportionately adverse to H&F relative to Blackstone, (y) Section 5.01(j), Article 9, Article 10 and Section 14.02, in each case, of the LLC Agreement in a manner that is adverse to H&F and (z) the Registration Rights Agreement in a manner that is adverse to H&F;
(iv) any Transfer of Units by Echo (x) to Blackstone or any Permitted Transferee of Blackstone or (y) for consideration consisting in whole or in part of cash; provided, that this clause shall not apply to any Transfer of Units in connection with any Approved Echo Plan;
(v) entry into any agreement that restricts or prohibits, in any material respect, the Stockholders (or any of their respective Affiliates) from conducting any type of business in any location, including any such agreement approved under clause (v) of Section 5.05(a) of the LLC Agreement, in each case, solely to the extent that any such agreement disproportionately affects H&F (or its Affiliates) relative to Blackstone or MCK;
(vi) any declaration or payment of any dividend or the making of any distributions on, or any redemption and/or repurchase of, any Equity Interests of Echo, except, in each case, (x) to the extent such dividends, distributions, redemptions and/or repurchases are made on a pro rata basis to all Stockholders based on each Stockholder’s relative ownership of Equity Interests in Echo and the amounts paid, distributed or otherwise received by the holders of such Equity Interests consists entirely of cash and/or marketable securities and (y) any redemptions and/or repurchases with respect to Equity Interests held by an employee of Echo, the Company or any of its Subsidiaries;
(vii) any Qualified IPO or other underwritten offering of Equity Interests of Echo or the Company, in each case, where any entity other than Echo is the issuer in such offering; or
(viii) the termination, liquidation or dissolution of Echo or the Company.
Appears in 1 contract
Samples: Agreement of Contribution and Sale (Change Healthcare Holdings, Inc.)
