Member Consent Rights. (a) Notwithstanding anything to the contrary in this Agreement, and subject to Section 3.2(b), without the prior written consent of each of NRZ and Blackstone (subject to the proviso set forth in Section 3.2(a)(i)), the Managing Member shall not, and shall cause the Company not to, take any of the following actions (each, a “Required Consent Action”):
Member Consent Rights. (a) Notwithstanding Section 4.01, without the consent of Appgate Investors (the “Required Member Consent”), the Board of Managers shall not take any action listed on Exhibit 4.03 with respect to the Company or any other Appgate Entity, which consent may be requested by the Company to Appgate Investors and provided (if applicable) by Appgate Investors to the Company by email (without limiting any other form permitted by Section 4.03). (b) Notwithstanding Section 4.01, the Company shall not enter into any transaction with any Magnetar Member or any of its Affiliates unless such transaction is approved by Class C Common Holders (other than the Magnetar Members) voting as a single class, holding a majority of the Units held by all Class C Common Holders (other than the Magnetar Members) (the “Affiliate Transaction Approval”) unless such transaction is on an arms-length basis and consistent with terms that would have been negotiated with an independent third party. Notwithstanding the foregoing, all Members agree and acknowledge that (i) the Appgate Entities are authorized to pay the Company Expenses and the Board Expenses, as contemplated by Section 4.06, (ii) any transactions with any Magnetar Member expressly provided for or required by the terms of this Agreement shall be deemed approved by the Class C Common Holders’ execution of this Agreement, including the issuance of any existing class of Securities or the creation and issuance of any new class of Securities to any Magnetar Member in accordance with Article III
Member Consent Rights. The Company shall not, and shall not permit any of its subsidiaries to, take any of the following actions without the prior written consent of Members holding a majority of the Units then outstanding: • Any merger, consolidation, recapitalization, reorganization or other business combination transaction of the Company or any of its material subsidiaries; • Any sale, lease or other disposition of all or substantially all assets of the Company or any of its material subsidiaries; and • Any dissolution, winding-up or liquidation of the Company or any of its subsidiaries.
