Common use of Special Approval Matters Clause in Contracts

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; (x) the approval of the Company’s annual budget; (xi) the hiring or termination of the Company’s chief executive officer; (xii) the appointment or removal of the chairperson of the Board; and (xiii) 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 $5.0 million in the aggregate during any fiscal year. (b) For so long as the Ownership Threshold is met, increasing the size of the Board beyond 9 directors will require the approval of a majority of the Investor Designees. (c) (i) When the Ownership Threshold is met, any transaction, agreement, commitment or arrangement between the Company, on the one hand, and the Investor or any Investor Affiliate, on the other hand (other than any amendment of the MPSA) and (ii) any transfer of Preferred Shares to any customer of the Company shall require the approval of a majority of the directors of the Board then in office who are not Investor Designees or otherwise affiliates of the Investor, other than a Pro Rata Transaction or in a Reorganization Event (as defined in the Certificate of Designations).

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 are 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, Incorporation or Bylaws or Certificate of Designations for the Series A Preferred Stock in any manner that materially and adversely affects impacts the rights, preferences or privileges rights of the holders of Series A PreferredCommon Stock; (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;[Reserved.] (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;[Reserved.] (iv) the creation, authorization or issuance of any equity securities of the Company or any of its Subsidiaries in any manner that would rank equally or senior to adversely impacts the Series A Preferred rights of holders of Common Stock; (v) any amendment of the MPSA; (vi) the incurrence of any Indebtedness by the Company or any of its Subsidiaries in excess of $25.0 100.0 million in the aggregate during any fiscal year (other than (i) the Indebtedness contemplated by the Financing Commitment (as defined in the CoyCo Transaction Agreement) and (ii) refinancings of existing IndebtednessIndebtedness (including the Indebtedness contemplated by the Financing Commitment)); (vii) the sale, transfer or other disposition of assets or businesses of the Company or any of 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 by the Company or any of its Subsidiaries of any assets or properties (in one or more related transactions) for cash or otherwise for an amount in excess of $10.0 100.0 million in the aggregate during any fiscal year (other than acquisitions of inventory and equipment in the ordinary course of business); (ix) capital expenditures by the Company or any of its Subsidiaries in excess of $10.0 25.0 million individually (or in the aggregate if related to an integrated program of activities) or in excess of $10.0 25.0 million in the aggregate during any fiscal year; (x) the approval of the Company’s annual budgetbudget of the Company and its Subsidiaries; (xi) the hiring or termination of the Company’s chief executive officer; (xii) the appointment or removal of the chairperson of the Board; and (xiii) making, the Company or permitting any Subsidiary to make, of its Subsidiaries making any loans to, investments in, or purchasing, or permitting any Subsidiary to purchase, purchasing any stock or other securities in another corporation, joint venture, partnership or other entity in excess of $5.0 25.0 million in the aggregate during any fiscal year. (b) For so long as the Ownership Threshold is met, increasing the size of the Board beyond 9 [12]1 directors plus the number of directors that the CoyCo Investors have the right to nominate pursuant to Section 2.1 of the XxxXx XXX will require the approval of a majority of the Investor Designees. (c) (i) When the Ownership Threshold is met, any transaction, agreement, commitment or arrangement between the Company, on the one hand, and the Investor or any Investor Affiliate, on the other hand (other than any amendment of the MPSA) and (ii) any transfer of Preferred Shares to any customer of the Company shall require the approval of a majority of the directors of the Board then in office who are not Investor Designees or otherwise affiliates of the Investor, other than a Pro Rata Transaction or in a Reorganization Event (as defined in the Certificate of Designations)Transaction.

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 Investors 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):): 2 TCP/AS (with respect to Xxxx and Xxx) and the Investors (with respect to NMC investment professionals) will provide waivers of cash and equity director compensation. (i1) the amendment or modification of the Company’s Certificate of Incorporation, Incorporation or Bylaws or Certificate of Designations for the Series A Preferred Stock in any manner that materially and adversely affects impacts the rights, preferences or privileges rights 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 Common 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; (iv2) the creation, authorization or issuance of any equity securities of the Company or any of its Subsidiaries in any manner that would rank equally or senior to adversely impacts the Series A Preferred rights of holders of Common Stock; (v) any amendment of the MPSA; (vi3) the incurrence of any Indebtedness by the Company or any of its Subsidiaries in excess of $25.0 100.0 million in the aggregate during any fiscal year (other than (i) the Indebtedness contemplated by the Financing Commitment and (ii) refinancings of existing IndebtednessIndebtedness (including the Indebtedness contemplated by the Financing Commitment)); (vii4) the sale, transfer or other disposition of assets or businesses of the Company or any of 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); (viii5) the acquisition by the Company or any of its Subsidiaries of any assets or properties (in one or more related transactions) for cash or otherwise for an amount in excess of $10.0 100.0 million in the aggregate during any fiscal year (other than acquisitions of inventory and equipment in the ordinary course of business); (ix6) capital expenditures by the Company or any of its Subsidiaries in excess of $10.0 25.0 million individually (or in the aggregate if related to an integrated program of activities) or in excess of $10.0 25.0 million in the aggregate during any fiscal year; (x7) the approval of the Company’s annual budgetbudget of the Company and its Subsidiaries; (xi) 8) the hiring or termination of the Company’s chief executive officer; (xii9) the appointment or removal of the chairperson of the Board; and (xiii10) making, the Company or permitting any Subsidiary to make, of its Subsidiaries making any loans to, investments in, or purchasing, or permitting any Subsidiary to purchase, purchasing any stock or other securities in another corporation, joint venture, partnership or other entity in excess of $5.0 25.0 million in the aggregate during any fiscal year. (b) For so long as the Ownership Threshold is met, increasing the size of the Board beyond 9 15 directors will require the approval of a majority of the Investor Designees. (c) (i) When the Ownership Threshold is met, any transaction, agreement, commitment or arrangement between the Company, on the one hand, and the any Investor or any Investor Affiliate, on the other hand (other than any amendment of the MPSA) and (ii) any transfer of Preferred Shares to any customer of the Company shall require the approval of a majority of the directors of the Board then in office who are not Investor Designees or otherwise affiliates of the InvestorInvestors, other than a Pro Rata Transaction or in a Reorganization Event (as defined in the Certificate of Designations)Transaction.

Special Approval Matters. (a) For so long as the Ownership Threshold is metInvestor has the right to nominate an Investor Designee to the Board pursuant to Section 2(a), the following matters actions by the Company or any Subsidiary of the Company (directly or indirectly) 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):matter: (ia) the amendment or modification of the Company’s Certificate of Incorporation, Bylaws or Incorporation (including the Certificate of Designations for the Series A Preferred Stock Designations) or Bylaws 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 Investor or any of its Subsidiaries ranking equally or junior to the Series A Preferred Stockaffiliates; (iiib) the repurchase incurrence, assumption, guarantee, of or redemption becoming liable for any Indebtedness, except: (i) Indebtedness incurred pursuant to the Refinancing (as defined in the Investment Agreement) and (ii) Indebtedness in the aggregate principal amount equal to the product of (A) 10% and (B) the aggregate principal amount of the Indebtedness incurred pursuant to clause (i) (other than any Indebtedness incurred to refinance, roll-over, replace or renew any Indebtedness existing on the date of this Agreement, so long as, in each case, (x) the principal amount of such refinancing, roll-over, replacement or renewed Indebtedness is not greater than the principal amount of the Indebtedness being refinanced, rolled-over, replaced or renewed (plus accrued interest, and a reasonable amount of premium, fees and expenses incurred in connection with such refinancing) and (y) such Indebtedness is on customary commercial terms consistent in all material respects with the Indebtedness being refinanced, rolled-over, replaced or renewed without additional interest or penalty); (i) the creation, issuance, sale, grant or authorization of the issuance, sale or grant 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 any securities convertible into, exercisable or exchangeable for such repurchase equity securities) or redemption, any accrued dividends on the Series A Preferred Stock have not been paid in full in cash; (ivii) the creation, authorization or issuance amendment of any equity term of any securities of the Company or any of the its Subsidiaries that would rank equally (or senior to any securities convertible into or exchangeable for such equity securities), in each case, whether by merger, consolidation or otherwise, and which would, individually or in the Series A Preferred aggregate, exceed 10% of the outstanding Common Stock; (vd) any amendment increase in the size of the MPSA;Board that results in there being more than eight directorships aside from Investor Designees; and (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); (viiie) 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 75 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; (x) the approval of the Company’s annual budget; (xi) the hiring or termination of the Company’s chief executive officer; (xii) the appointment or removal of the chairperson of the Board; and (xiii) 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 $5.0 million in the aggregate during any fiscal year. (b) For so long as the Ownership Threshold is met, increasing the size of the Board beyond 9 directors will require the approval of a majority of the Investor Designees. (c) (i) When the Ownership Threshold is met, any transaction, agreement, commitment or arrangement between the Company, on the one hand, and the Investor or any Investor Affiliate, on the other hand (other than any amendment of the MPSA) and (ii) any transfer of Preferred Shares to any customer of the Company shall require the approval of a majority of the directors of the Board then in office who are not Investor Designees or otherwise affiliates of the Investor, other than a Pro Rata Transaction or in a Reorganization Event (as defined in the Certificate of Designations).

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 's wholly owned Subsidiaries): (i) the amendment or modification of the Company’s '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; (x) the approval of the Company’s 's annual budget; (xi) the hiring or termination of the Company’s 's chief executive officer; (xii) the appointment or removal of the chairperson of the Board; and (xiii) 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 $5.0 million in the aggregate during any fiscal year. (b) For so long as the Ownership Threshold is met, increasing the size of the Board beyond 9 directors will require the approval of a majority of the Investor Designees. (c) (i) When the Ownership Threshold is met, any transaction, agreement, commitment or arrangement between the Company, on the one hand, and the Investor or any Investor Affiliate, on the other hand (other than any amendment of the MPSA) and (ii) any transfer of Preferred Shares to any customer of the Company shall require the approval of a majority of the directors of the Board then in office who are not Investor Designees or otherwise affiliates of the Investor, other than a Pro Rata Transaction or in a Reorganization Event (as defined in the Certificate of Designations).

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 are 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, Incorporation or Bylaws or Certificate of Designations for the Series A Preferred Stock in any manner that materially and adversely affects impacts the rights, preferences or privileges rights of the holders of Series A PreferredCommon Stock; (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;[Reserved.] (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;[Reserved.] (iv) the creation, authorization or issuance of any equity securities of the Company or any of its Subsidiaries in any manner that would rank equally or senior to adversely impacts the Series A Preferred rights of holders of Common Stock; (v) any amendment of the MPSA; (vi) the incurrence of any Indebtedness by the Company or any of its Subsidiaries in excess of $25.0 100.0 million in the aggregate during any fiscal year (other than (i) the Indebtedness contemplated by the Financing Commitment (as defined in the CoyCo Transaction Agreement) and (ii) refinancings of existing IndebtednessIndebtedness (including the Indebtedness contemplated by the Financing Commitment)); (vii) the sale, transfer or other disposition of assets or businesses of the Company or any of 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 by the Company or any of its Subsidiaries of any assets or properties (in one or more related transactions) for cash or otherwise for an amount in excess of $10.0 100.0 million in the aggregate during any fiscal year (other than acquisitions of inventory and equipment in the ordinary course of business); (ix) capital expenditures by the Company or any of its Subsidiaries in excess of $10.0 25.0 million individually (or in the aggregate if related to an integrated program of activities) or in excess of $10.0 25.0 million in the aggregate during any fiscal year; (x) the approval of the Company’s annual budgetbudget of the Company and its Subsidiaries; (xi) the hiring or termination of the Company’s chief executive officer; (xii) the appointment or removal of the chairperson of the Board; and (xiii) making, the Company or permitting any Subsidiary to make, of its Subsidiaries making any loans to, investments in, or purchasing, or permitting any Subsidiary to purchase, purchasing any stock or other securities in another corporation, joint venture, partnership or other entity in excess of $5.0 25.0 million in the aggregate during any fiscal year. (b) For so long as the Ownership Threshold is met, increasing the size of the Board beyond 9 11 directors plus the number of directors that the CoyCo Investors have the right to nominate pursuant to Section 2.1 of the XxxXx XXX will require the approval of a majority of the Investor Designees. (c) (i) When the Ownership Threshold is met, any transaction, agreement, commitment or arrangement between the Company, on the one hand, and the Investor or any Investor Affiliate, on the other hand (other than any amendment of the MPSA) and (ii) any transfer of Preferred Shares to any customer of the Company shall require the approval of a majority of the directors of the Board then in office who are not Investor Designees or otherwise affiliates of the Investor, other than a Pro Rata Transaction or in a Reorganization Event (as defined in the Certificate of Designations)Transaction.