Requisite Investor Approval Clause Samples

Requisite Investor Approval. Without limiting the applicability of Section 2.8(a), so long as the Company has not completed an IPO, in addition to any vote or consent of the Board or the stockholders of the Company required by law, the Charter or the Bylaws, and notwithstanding anything in this Agreement to the contrary, the Company shall not, and to the extent applicable, shall not permit any Subsidiary of the Company to, take any of the following actions, or enter into any arrangement or contract to do any of the following actions, without either (x) the consent in writing of at least two of the three Principal Investors (such consent, the consent of the “Requisite Investors”) or (y) so long as each Principal Investor has designated at least one Director, the consent, in writing or at a duly called meeting of the Board, of all Directors then serving on the Board, which shall be necessary to authorize, effect or validate such transactions: (i) following the third anniversary of the Closing Date, subject to an individual Investor’s right to initiate an IPO after the eighth anniversary of the Closing Date pursuant to Section 3.6(iii), consummate any transaction or series of related transactions that constitutes (A) an IPO, (B) any merger, consolidation or other business combination with or into any other Person, (C) a Change of Control (including, for the avoidance of doubt, a Change of Control resulting from a Drag Transaction), (D) any sale, transfer or other disposition of all or substantially all of the assets of the Company or of any Significant Subsidiary or (E) a proposed Transfer by a Stockholder except to a Permitted Transferee or as permitted by Section 3.2; (ii) (A) investment in any joint venture, or the investment in or acquisition of the stock or assets of any Person, or the acquiring by any other manner of any business, properties, assets or Persons, in one or a series of related transactions or (B) sale, transfer or other disposition of assets of the Company or any Subsidiary, other than, in the case of clause (B), sales of inventory in the ordinary course of business; (iii) incurrence of any indebtedness for borrowed money (including through capital leases, the issuance of debt securities or the assumption or guarantee of indebtedness of another Person), other than (A) the incurrence of trade payables arising in the ordinary course of operating the business, (B) the incurrence of indebtedness under debt facilities entered into in connection with the Acquisition not to ...