Special Approval Matters. (a) For so long as the Ownership Threshold is met, the following matters will require the approval of the holders of a majority of the Series A Preferred Stock (on an as-converted basis, including any shares of Common Stock issued upon the conversion thereof) that is held by the Investor or any Investor Affiliate to proceed with such a transaction (excluding any such transaction between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries):
(i) the amendment or modification of the Company’s Certificate of Incorporation, Bylaws or Certificate of Designations for the Series A Preferred Stock in any manner that materially and adversely affects the rights, preferences or privileges of the holders of Series A Preferred;
(ii) the making of any distribution, declaring of any dividend on equity securities of the Company or any of its Subsidiaries ranking equally or junior to the Series A Preferred Stock;
(iii) the repurchase or redemption of any equity securities of the Company or any of its Subsidiaries ranking equally or junior to the Series A Preferred Stock if at the time of such repurchase or redemption, any accrued dividends on the Series A Preferred Stock have not been paid in full in cash;
(iv) the creation, authorization or issuance of any equity securities of the Company or any of its Subsidiaries that would rank equally or senior to the Series A Preferred Stock;
(v) any amendment of the MPSA;
(vi) the incurrence of any Indebtedness in excess of $25.0 million in the aggregate during any fiscal year (other than refinancings of existing Indebtedness);
(vii) the sale, transfer or other disposition of assets or businesses of the Company or its Subsidiaries with a value in excess of $10.0 million in the aggregate during any fiscal year (other than sales of inventory or supplies in the ordinary course of business, sales of obsolete assets (excluding real estate), sale-leaseback transactions and accounts receivable factoring transactions);
(viii) the acquisition of any assets or properties (in one or more related transactions) for cash or otherwise for an amount in excess of $10.0 million in the aggregate during any fiscal year (other than acquisitions of inventory and equipment in the ordinary course of business);
(ix) capital expenditures in excess of $10.0 million individually (or in the aggregate if related to an integrated program of activities) or in excess of $10.0 million in the aggregate during any fiscal year;...
Special Approval Matters. Notwithstanding any other provision of this Agreement, none of the following actions may be taken by, or on behalf of, the Company without first obtaining the approval of the Representatives of the Series B Management Committee Members holding at least [***]% of the Sharing Ratios in respect of Series B Membership Interests held by all Series B Management Committee Members:
(i) entering into, amending in any material respect, or terminating any Material Contract relating to MVP Southgate, or taking any action that results in a material default under any such Material Contract;
(ii) approving any material loans made by the Series or the provision of any material financial guarantees by the Series, except to the extent such material loans or material financial guarantees have been specifically included in and approved as part of a Construction Budget, an Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Series B Management Committee;
(iii) placing or permitting any liens or other encumbrances (other than Permitted Encumbrances) to exist on the assets of the Series relating to MVP Southgate;
(iv) [***]
(v) [***]
(vi) [***]
(vii) except as otherwise provided in Section 4.01(a)(ii) of the Agreement, making a Capital Call or otherwise requiring any Series B Member to make any Capital Contribution to Series B, except to the extent such Capital Call or Capital Contribution has been specifically included in and approved as part of a Construction Budget, an Initial Operating Budget, or any subsequent annual Capital Budget or Operating Budget that has been approved by the Series B Management Committee;
(viii) [***]
(ix) [***]
(x) [***]
(xi) [***]
(xii) [***]
(xiii) [***]
(xiv) the formation of any subcommittee of the Series B Management Committee pursuant to Section 6.02(f) of the Agreement;
(xv) the Disposition or abandonment of all or substantially all of the assets of Series B, or of the material assets related to the Series B Membership Interests other than any Disposition(s) in the ordinary course of business;
(xvi) [***]
(xvii) [***]
(xviii) [***]
(xix) [***]
(xx) considering at a meeting of the Series B Management Committee a material matter not on the agenda for that meeting;
(xxi) commencement, conduct or settlement of any suit, action or proceeding or arbitration to the extent related to Series B, in each case to the extent involving in excess of $500,000;
(xxii) making any material tax elect...
Special Approval Matters. Until such time that the FTP Investors beneficially own, in the aggregate, less than five percent (5%) of the issued and outstanding Common Stock (on a Fully Diluted Basis and, for the avoidance of doubt, including options that are not yet vested, but excluding any such beneficial ownership attributable to the holding of Notes under the Notes Agreement), the following actions shall require the affirmative vote of a majority of the Board, including the affirmative vote of at least 2 (two) of the FTP Investor Directors then in office:
(i) the direct or indirect transfer or other disposal of any of the Company’s ownership in any Company Subsidiary (whether by the Company or a Company Subsidiary);
(ii) authorizing any of the Company or any Company Subsidiary to engage in any business activity other than as permitted by the Notes Agreement;
(iii) any transaction by the Company or any Company Subsidiary with any Affiliate of the Company (other than transactions between the Company and a Company Subsidiary or between Company Subsidiaries);
(iv) the payment of any management fees or other payments to any Affiliate of the Company (other than a Company Subsidiary);
(v) sales of assets outside the ordinary course of business (including sales of all or substantially all of the assets of the Company or any Company Subsidiary);
(vi) any merger with any Person involving the Company or any Company Subsidiary or any transaction that would result in a Change of Control;
(vii) the issuance of Capital Stock by the Company or of any Capital Stock by any Company Subsidiary, other than (A) the issuance of Common Stock pursuant to awards under the Stock Option Plans that are outstanding on the date hereof, (B) the issuance of up to 3,571,429 shares of Common Stock to any Person(s) acceptable to FTP who are holders of Common Stock as of the date of this Agreement at a purchase price of $1.40 per share, (C) the issuance of Common Stock in connection with the Note Conversion and (D) the issuance of Common Stock the proceeds of which are used to repay all outstanding Notes, together with all accrued and unpaid interest thereto and the applicable Make Whole Premium (as defined in the Notes Agreement), concurrently with the consummation thereof;
(viii) any change in the auditor of the Company or any Company Subsidiary;
(ix) any amendment, supplement, restatement or other modification of the Certificate of Incorporation or any of the other organizational documents (including by-laws) of...
Special Approval Matters. Provided that the rules and regulations of any stock exchange on which the Company’s Common Stock trades does not prohibit and for so long as the Investor and/or its Affiliates continue to own beneficially at least twenty-five percent (25%) of the shares of the Common Stock purchased by the Investor under the Purchase Agreement, the following matters will require the approval of at least eighty percent (80%) of the Board of Directors (which will include at least one independent director) to authorize the Company to proceed with such a transaction (excluding any such transaction between the Company and its wholly owned Subsidiaries or among the Company's wholly owned subsidiaries):
(a) the incurrence of any Indebtedness in excess of $1.5 million in the aggregate during any fiscal year;
(b) the sale, transfer or other disposition of all or substantially all of the assets of the Company;
(c) the acquisition of any assets or properties (in one or more related transactions) for cash or otherwise for an amount in excess of $1.5 million in the aggregate during any fiscal year;
(d) capital expenditures in excess of $1.5 million individually (or in the aggregate if related to an integrated program of activities) or in excess of $1.5 million in the aggregate during any fiscal year;
(e) making, or permitting any subsidiary to make, loans to, investments in, or purchasing, or permitting any subsidiary to purchase, any stock or other securities in another corporation, joint venture, partnership or other entity;
(f) the commencement or settlement of any lawsuit, arbitration or other legal proceeding related to the intellectual property of the Company or involving an amount in controversy in greater than $1.5 million;
(g) the issuance of any New Securities, except for securities issued under an equity incentive plan and any issuance of Common Stock to vendors, advisors, financial institutions, suppliers or joint venturers that do not exceed, individually or in the aggregate 5% of then issued and outstanding capital stock of the Company; or
(h) agreeing or committing to take any of the foregoing actions.
Special Approval Matters. (a) For so long as the Ownership Threshold is met, the following matters will require the approval of the Investors to proceed with such a transaction (excluding any such transaction between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries):
i. the issuance of any New Securities;
ii. the incurrence of any Indebtedness in excess of $250,000 in the aggregate during any fiscal year (other than refinancings of existing Indebtedness);
iii. the sale, transfer or other disposition of assets or businesses of the Company or its Subsidiaries with a value in excess of $250,000 in the aggregate during any fiscal year (other than sales of inventory or supplies in the ordinary course of business, sales of obsolete assets (excluding real estate), sale-leaseback transactions and accounts receivable factoring transactions);
iv. the acquisition of any assets or properties (in one or more related transactions) for cash or otherwise for an amount in excess of $250,000 in the aggregate during any fiscal year (other than acquisitions of inventory and equipment in the ordinary course of business);
v. capital expenditures in excess of $125,000 individually (or in the aggregate if related to an integrated program of activities) or in excess of $1,500,000 in the aggregate during any fiscal year;
vi. the approval of the Company's annual budget;
vii. the hiring or termination of the Company’s chief executive officer;
viii. the appointment or removal of the chairperson of the Board; and
ix. making, or permitting any Subsidiary to make, loans to, investments in, or purchasing, or permitting any Subsidiary to purchase, any stock or other securities in another corporation, joint venture, partnership or other entity in excess of $250,000 in the aggregate during any fiscal year.
(b) For so long as the Ownership Threshold is met, increasing the size of the Board beyond seven (7) directors will require the approval of a majority of the Investor Designees.
Special Approval Matters. At least once every two full calendar years, approval of the Business Plan.
Special Approval Matters. Section 3.07(a) of the JAA is hereby amended and restated in its entirety as follows:
(a) A Majority Vote shall constitute an act of the Board. Notwithstanding the foregoing, but subject to Section 3.3 of the Share Rights Agreement, neither the Company nor any Subsidiary shall take any of the following actions without the approval of each of the Independent Third Party (or United, if United has delivered a United Approval Notice with respect to the rights under this Section 3.07(a)) and NewCo:
(i) materially modify, waive or repeal any material provision contained in its Organization Documents, unless required to comply with applicable Law;
(ii) merge or consolidate the Company or any Material Subsidiary with, or sell, Transfer or otherwise dispose of, all or substantially all of the assets of the Company or any Material Subsidiary, to any Third Party;
(iii) issue or sell any voting Capital Stock of or other form of voting equity interest (or other security exercisable for or convertible into any voting Capital Stock or other form of voting equity interest) in the Company or any Subsidiary;
(iv) except as contemplated by the Business Plan and Budget, make any acquisition of assets or securities or other interests in any joint venture, partnership or other Person (A) related to the airline business or activities ancillary or related thereto in each case in an amount greater than (1) US$30.0 million in any single instance or (2) US$75.0 million in the aggregate during any fiscal year, or (B) not related to the airline business or activities ancillary or related thereto;
(v) except as contemplated by the Business Plan and Budget, make capital expenditures in excess of US$120.0 million in the aggregate during any fiscal year;
(vi) authorize, adopt, amend or modify the Business Plan and Budget;
(vii) enter into, modify or supplement any Contract (A) with a Shareholder, Director or an officer of the Company or a Family Member or Affiliate of any of the foregoing, whether for the performance of services or the direct or indirect sale, lease, conveyance, exchange, Transfer or other disposition of goods, property or other assets or the leasing of same or otherwise or (B) pursuant to which a Shareholder, Director or an officer of the Company or a Family Member or Affiliate of any of the foregoing is a direct or indirect third-party beneficiary;
(viii) loan any funds, enter into any advance purchase arrangement or otherwise extend credit to Shareholder, Director or a...
Special Approval Matters. For so long as a Principal Stockholder owns greater than or equal to 25% of the Common Stock owned by it at the Closing (after giving effect to any exercise by the underwriters of their option to purchase additional shares as well as the repurchase of Class B Common Stock and LLC Units by the Company, if any, in connection with the closing of the IPO), the following matters will require the approval of such Principal Stockholder:
(a) the liquidation, dissolution or winding up of affairs of the business of the Company; or
(b) the hiring or termination of the Company’s chief executive officer (other than in the case of a termination for “cause” or “due cause” as such term (or equivalent term) is defined in any written employment or severance agreement between the Company, Ensemble or any of their respective Subsidiaries and the chief executive officer).
Special Approval Matters. The purpose of this clause is to flag for the drafter those issues that may require Special Approval. Each item on this list must be considered to ensure that it is appropriate in the circumstances. In addition, this list is not exhaustive.
Special Approval Matters
