Significant Transactions Sample Clauses

Significant Transactions. (i) Each Stockholder (including its respective Permitted Transferees), other than Blackstone (and its Permitted Transferees), agrees to cast all votes to which such holder is entitled in respect of its Echo Shares, whether at any annual or special meeting, by written consent or otherwise in the same proportion as the Sponsor Shares are voted (or designated to be voted) by the Majority Blackstone Investors in connection with (A) a ROFO Sale in respect of Echo’s Equity Interests in the Company that has been initiated by Echo and accepted by MCK pursuant to Section 9.02 of the LLC Agreement and does not violate the terms of this Agreement (including Section 3.2(a)(iv)) or (B) a Company Drag-Along Sale initiated by Echo under Section 9.03 of the LLC Agreement. (ii) Each Stockholder (including its respective Permitted Transferees), including each Sponsor (and its respective Permitted Transferees), agrees to cast all votes to which such holder is entitled in respect of its Echo Shares, whether at any annual or special meeting, by written consent or otherwise in the same proportion as the Units and any Echo Shares held by MCK are voted (or designated to be voted) by MCK, in connection with: (1) a Company Drag-Along Sale initiated by MCK under Section 9.03 of the LLC Agreement that complies with Section 4.2 hereof, to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving Echo, the Company or their respective Subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise of any rights therewith; and/or (2) the Merger contemplated by, and subject to the terms and conditions of, the LLC Agreement, including the Merger Agreement, and/or the transactions and agreements specified under Section 10.05 of the LLC Agreement in respect of any Qualified MCK Exit. (iii) Each Stockholder (including its respective Permitted Transferees), including each Sponsor (and its respective Permitted Transferees), further acknowledges and agrees that Echo has entered into the LLC Agreement, pursuant to which Echo has agreed to, among other things, use its reasonable best efforts to consummate a Qualified IPO as promptly as practicable, subject to the terms and conditions set forth in the LLC Agreement, and each such Stockholder (including its respective Permitted Transferees), including each Sponsor, agrees, subject to Section 3.2(a)(vii), to take all Nec...

Significant Transactions. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Investors to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Investors of their rights under Section 4.2.

Significant Transactions. Each Manager agrees to cast all votes to which such Manager is entitled in respect of the Company Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Principal Investors to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Principal Investors of their rights under Section 4.3.

Significant Transactions. (a) The Company shall provide the Registered Holder with written notice of the Company’s intention to: (i) raise capital by selling shares of the Underlying Stock (or shares of capital stock into which Underlying Stock is convertible) in a firm commitment underwritten initial public offering (an “IPO” and, such notice of an IPO, an “IPO Notice”), or (ii) enter into a definitive agreement providing for (A) a merger or consolidation of the Company or any of its subsidiaries with or into another corporation (with respect to which less than a majority of the outstanding voting power or equity securities of the surviving or consolidated corporation immediately following such event is held by persons or entities who were stockholders of the Company immediately prior to such event); (B) the sale, license, disposition or other transfer of all or substantially all of the properties and assets of the Company or any of its subsidiaries; (C) except as a result of the exercise of the Warrants by the Warrant holders or the conversion of either the Notes or the Prior Notes by the holders of such notes, (x) any acquisition by any person (or group of affiliated or associated persons) of beneficial ownership of a majority of the equity of the Company or of any subsidiary (whether or not newly-issued shares) in a single transaction or a series of related transactions; or (y) any other similar change of control of fifty percent (50%) or more of the outstanding voting power of the Company or any subsidiary (each, an “Acquisition” and, such notice of an Acquisition, an “Acquisition Notice”), with such notice delivered to the Registered Holder at least five but not more than 90 days before the anticipated date of the filing with the Securities and Exchange Commission (the “SEC”) of the registration statement associated with an IPO or the anticipated date of execution of the definitive agreement providing for an Acquisition, as applicable. An IPO Notice or Acquisition Notice, as applicable, shall include a brief summary of the transaction, the contemplated timeframe for completion, the material terms thereof and the consideration payable in respect of one share of Underlying Stock (or shares of capital stock into which Underlying Stock is convertible), in each case to the extent known by the Company at such time. To the extent information with respect to the consideration payable in respect of one share of Underlying Stock (or shares of capital stock into which Underlying Stock i...

Significant Transactions. For so long as any Investor Party holds any Common Purchased Stock, Preferred Purchased Stock, New Preferred Stock, Warrants or shares of Common Stock issued upon the exercise of the Warrants (including, in each case, any securities into which such securities shall have been changed, any securities resulting from any reclassification or recapitalization of such securities and all stock dividends and distributions thereon), the Company shall not, and shall cause each Subsidiary not to, enter into any Significant Transaction without the majority approval of the Company's Board of Directors (which approval, with respect to the items specified in items (i), (iii), (v), (vi), (vii), (ix), (x), (xi) and (xii) of the definition of Significant Transactions, shall include the affirmative vote of a majority of the REI Directors (as defined in the Shareholders Agreement)).

Significant Transactions. (a) If the Board has approved an initial Public Offering (an “IPO”) in accordance with the terms of this Agreement, the Members shall take such actions as shall be necessary or advisable to cause the outstanding direct or indirect equity securities of the Company to be transferred (by merger or otherwise) to a newly formed corporation (the “IPO Co”), subject to Cannae and THL’s right to retain some or all of their Interests pursuant to an election described in clause (ii) below in this paragraph. In connection with the foregoing, at the request of Cannae or THL, Black Knight shall use reasonable best efforts to allow Cannae or THL, as applicable, to exchange its Interests (including THL Holding Company Interests, provided that the requirements of Section 8.2(i) are satisfied) for shares of capital stock of IPO Co on a tax-free basis to Cannae, THL, Black Knight and IPO Co. Further, at the request of Cannae or THL, and to the extent that it does not delay or disadvantage the proposed transaction or the general operation of the business, Black Knight and Cannae or THL, as applicable, shall discuss a structure that would allow Cannae or THL, as applicable, to elect to either (i) exchange some or all of such Interests (including THL Holding Company Interests) for shares of capital stock of IPO Co in connection with such IPO or (ii) retain some or all of such Interests, subject to contractual rights in favor of Cannae or THL, as applicable, to exchange such interests for shares of capital stock of IPO Co. In connection with an exchange described in clause (i) or (ii) of the immediately preceding sentence Black Knight shall also discuss with Cannae or THL, as applicable, (a) the feasibility of entering into a “tax receivable agreement” with Cannae or THL, as applicable, or (b) the possibility of compensating Cannae or THL, as applicable, for tax attributes provided to IPO Co by reason of (x) the taxable exchanges effected by Cannae or THL, as applicable, or (y) net operating losses or other similar tax attributes (if any) of Cannae or each THL Holding Company, as applicable. Upon the consummation of such transaction, the Members shall enter into a securityholders, registration rights or similar agreement with such IPO Co in form and substance determined in good faith by the Board to provide the Members the relative rights and restrictions set forth in the Registration Rights Agreement. The securities of IPO Co received by each Member under this Section 9.3 or ot...

Significant Transactions. In addition to any vote or consent of shareholders or directors required by law or the Company's Amended and Restated Certificate of Incorporation (the "Certificate"), so long as any originally issued Preferred Stock remains outstanding, the Required Consent of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting as separate classes for the transaction described in Section 3.1(a) and together as a single class for the transactions described in Section 3.1(b), either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting, validating or permitting: (a) any amendment, alteration or repeal of any of (i) the provisions of the Certificate or the Bylaws of the Company affecting the rights, powers and preferences of the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as applicable, or (ii) the provisions of Article IV of the Certificate; or (b) any consolidation or merger of the Company with or into any other corporation, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company's voting power immediately after such consolidation, merger or reorganization; any transaction or series of related transactions in which excess of 50% of the Company's voting power is transferred; any reclassification or recapitalization of any capital stock of the Company; any dissolution, liquidation, or winding up of the Company; or any sale of more than 50% of the assets of the Company, or any agreement to become so obligated. MISCELLANEOUS

Significant Transactions. If a vote of holders of Shares is required under any applicable law or stock exchange regulations in connection with a Change of Control transaction being implemented pursuant to Section 4.2, each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Stockholder Majority may instruct by written notice to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Requisite Stockholder Majority of their rights under Section 4.2. Each holder of Shares hereby grants to each member of such Requisite Stockholder Majority an irrevocable proxy coupled with an interest to vote, including in any action by written consent, such holder’s Shares in accordance with such holder’s agreements contained in this Section 2.6, which proxy shall be valid and remain in effect until the provisions of this Section 2.6 expire pursuant to Section 2.10.

Significant Transactions. In the event that the Drag-Along Stockholders elect to exercise their rights under Article 6, each Stockholder agrees to cast all votes to which such Stockholder is entitled in respect of its Company Stock, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as the Company Stock is voted by the Drag-Along Stockholders to approve any Sale of the Company or other transaction or series of transactions involving any of the Aventine Companies (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Drag-Along Stockholders of their rights under Article 6.