Supermajority Voting Provisions Clause Samples

Supermajority Voting Provisions. So long as Purchaser has the right to designate at least two nominees to the Board of Directors of the Company pursuant to Section 4.01(b): (a) neither the Company nor the Board of Directors shall cause or permit to occur any of the following events without the affirmative vote of not less than three-fourths of the members of the Board of Directors of the Company: (i) any issuance of Equity Securities other than (A) issuances pursuant to employee stock option or incentive compensation plans of Equity Securities (other than in respect of options outstanding as of the date hereof) in an aggregate amount not to exceed 5% of the Common Stock outstanding immediately following the Closing on a fully diluted basis ("Permitted Options"), or (B) issuances pursuant to acquisitions or in public offerings, such issuances not to exceed 5% of the Common Stock outstanding immediately following the Closing on a fully diluted basis in any one issuance or 20% in the aggregate, provided, however, that no such issuance shall be permitted if as a result thereof any Person would own 10% of the Common Stock outstanding immediately following such issuance on a fully diluted basis; (ii) (A) any merger, consolidation or other business combination to which the Company is a party or any decision whether to approve a tender offer involving the Company's Equity Securities, in any case other than a Cash Transaction (as defined in Section 4.02(b)(i) below) or a Permitted Securities Transaction (as defined in Section 4.02(b)(ii)) below, or (B) any amendment of any shareholder rights plan (or "poison pill") maintained by the Company and any redemption of the rights issued thereunder, except to permit a Cash Transaction or a Permitted Securities Transaction; (iii) any sale, lease, transfer or other disposition in one transaction or a series of related transactions of all or substantially all the assets of the Company, in any case other than a Cash Transaction or Permitted Securities Transaction; or (iv) any major recapitalization or similar transaction or series of transactions involving the Company; (v) any dissolution or complete or partial liquidation of the Company; or (vi) any amendment or modification of the Company Charter or the Company By-laws that is inconsistent with the provisions of this Agreement and the rights afforded to Purchaser hereunder. (b) For purposes of this Agreement:

Supermajority Voting Provisions. (a) From the Initial Closing, until the occurrence of a Director Termination Date, neither the Company nor the Board shall cause or permit to occur any of the following events without the affirmative vote of more than seventy percent of the members of the Board (except as permitted by Section 4.5(b): (i) any issuance of Equity Securities other than (i) pursuant to Company Stock Plans (up to a limit of 5% of the fully diluted common stock outstanding immediately following the Subsequent Closing), (ii) issuances pursuant to acquisitions or public offerings not exceeding 5% in a single instance or 20% in the aggregate of the fully diluted common stock outstanding immediately following the Subsequent Closing, or (iii) pursuant to currently outstanding stock options previously disclosed to CD&R. No such issuance will be permitted in any case if as a result thereof any Person would own 10% of the fully diluted common stock outstanding after such issuance; (ii) any non de minimis purchase or sale of stock, any purchase or sale of assets, any merger, consolidation or other business combination transaction, involving the Company or any of its Subsidiaries, on the one hand, and Raje▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ Affiliates of Mr. ▇▇▇▇▇▇▇▇▇ (▇▇her than the Company and its Subsidiaries), on the other hand; (iii) any purchases or other acquisitions of the stock or assets of another Person (whether through merger, consolidation, other business combination, lease or otherwise, and whether in one or a series of related transactions) if the fair market value of the consideration received by the parties other than the Company in all such transactions in any fiscal year of the Company would exceed $35 million; (iv) any sale, lease, transfer or other disposition in one transaction or a series of related transactions, of subsidiaries, divisions or assets of the Company, if the fair market value of the consideration received in all such transactions in any fiscal year of the Company would exceed $25 million; (v) incurrence of Indebtedness in excess of $50 million; (vi) any amendment or modification of the Articles of Incorporation or the By-Laws of the Company that modifies, amends or is inconsistent with the terms of this Agreement or the Certificate of Designation; and (vii) prior to the EC Date, any change to the composition, powers or identity of the members of the Executive Committee of the Board (provided, that the provisions of Section 4.1(d) shall continue in effect until the Direc...

Supermajority Voting Provisions. 20 4.6 Responsibilities of Co-Chairmen, CEO...........................................................22 4.7 By-Laws........................................................................................23 ARTICLE V CERTAIN EQUITY MATTERS

Supermajority Voting Provisions. The following actions require the affirmative vote (“Supermajority Vote”) of Members with at least seventy-five (75) of the outstanding Company Percentages: (a) Election and removal of members to the Management Committee; (b) The approval of annual budgets for the Company; (c) The timing and amount of any capital calls to be made to finance the Company; (d) The right to call any special meeting of the Company; (e) The admission of new Members to the Company, or the joint venturing of the Company with non-Affiliates of Members: (f) The sale, lease or mortgage of assets which individually or in the aggregate exceed $100,000.00 in value; (g) Those actions described in this Agreement which specifically require a Supermajority Vote; (h) The dissolution of the Company; (i) The merger, sale, exchange, lease, or other transfer of all or substantially all of the assets of the Company; (j) The withdrawal of a Member pursuant to the second sentence of Section 8.1(a).

Supermajority Voting Provisions. 37 4.03 Committees......................................................................39 4.04 By-laws.........................................................................39 4.05 Termination of Article IV.......................................................39 ARTICLE V Equity Purchases from the Company...............................................40 5.01 Subscription Rights.............................................................40 5.02 Issuance and Delivery of New Securities and Voting Stock........................41 ARTICLE VI Limitations on Purchases of Additional Equity Securities........................41

Supermajority Voting Provisions. Neither the Company nor the Board of Directors shall cause or permit to happen any of the following events without the affirmative vote of two thirds of the Board of Directors: (a) any issuance of Equity Securities other than issuances pursuant to employee stock option or incentive compensation plans of Equity Securities in an amount not to exceed 5% of the Common Stock outstanding immediately following the Closing on a fully diluted basis (assuming exercise of the Warrant and the Rollover Options); (i) any merger, consolidation or other business combination involving the Company or any decision whether to approve a tender offer involving the Company's Equity Securities, (ii) any sale, lease, transfer or other disposition in one transaction or a series of transactions of all or substantially all the assets of the Company, (iii) any major recapitalization or similar transaction or series of transactions involving the Company or (iv) any dissolution or complete or partial liquidation of the Company; provided, however, that the foregoing shall not prevent the Company from undertaking any transaction in the ordinary course of business; or (c) any amendment or modification of the Company Charter or the Company By-laws that is inconsistent with the provisions of this Agreement and the rights afforded to Purchaser hereunder.

Supermajority Voting Provisions. 39 4.03 Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 4.04 By-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 4.05 Termination of Article IV . . . . . . . . . . . . . . . . . . . . 39 ARTICLE V Equity Purchases from the Company. . . . . . . . . . . . . . . . . . . . 40 5.01

Supermajority Voting Provisions. The approval of four-fifths (4/5) of all of the Managing Directors of the Company is required for the Company to (i) carry on any business other than the Business Activities, or (ii) change the name of the Company.