Common use of Supermajority Voting Provisions Clause in Contracts

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 Rajexxxx Xxxxxxxxx, xx Affiliates of Mr. Xxxxxxxxx (xxher 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 Director Termination Date). (b) Notwithstanding anything herein to the contrary, the following matters are subject to approval by a simple majority of the Board: (i) a sale by the company of Synova, Inc. ("Synova"); (ii) an initial public offering of Bridge Strategies Group LLC ("Bridge"); (iii) an initial public offering of CBSI Complete Business Solutions (Mauritius) Limited or its Subsidiaries; (iv) the implementation of a "holding company" structure; (v) the creation of a venture fund, in an amount not to exceed $200 million, for the purpose of making investments in startup companies (such investments are herein referred to as "New Business Opportunities"); and (vi) to the extent necessary to effectuate a Change of Control Transaction that has been approved by a simple majority of the Board, the actions enumerated in section 4.5(a).

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) From the Initial Closing, until the occurrence of a Director Termination Date, neither the Company nor the Board of Directors shall cause or permit to occur any of the following events without the affirmative vote of more not less than seventy percent three-fourths of the members of the Board (except as permitted by Section 4.5(b):of Directors of the Company: (i) any issuance of Equity Securities other than (iA) issuances pursuant to Company Stock Plans employee stock option or incentive compensation plans of Equity Securities (up other than in respect of options outstanding as of the date hereof) in an aggregate amount not to a limit of exceed 5% of the fully diluted common stock Common Stock outstanding immediately following the Subsequent ClosingClosing on a fully diluted basis ("Permitted Options"), or (iiB) issuances pursuant to acquisitions or in public offerings offerings, such issuances not exceeding to exceed 5% of the Common Stock outstanding immediately following the Closing on a fully diluted basis in a single instance any one issuance or 20% in the aggregate of the fully diluted common stock outstanding immediately following the Subsequent Closingaggregate, or (iii) pursuant to currently outstanding stock options previously disclosed to CD&R. No provided, however, that no such issuance will shall be permitted in any case if as a result thereof any Person would own 10% of the Common Stock outstanding immediately following such issuance on a fully diluted common stock outstanding after such issuancebasis; (ii) any non de minimis purchase or sale of stock, any purchase or sale of assets, (A) any merger, consolidation or other business combination transaction, to which the Company is a party or any decision whether to approve a tender offer involving the Company 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 its Subsidiaries, on the one hand, and Rajexxxx Xxxxxxxxx, xx Affiliates of Mr. Xxxxxxxxx any shareholder rights plan (xxher than or "poison pill") maintained by the Company and its Subsidiaries)any redemption of the rights issued thereunder, on the other handexcept to permit a Cash Transaction or a Permitted Securities Transaction; (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, transactions of subsidiaries, divisions all or substantially all the assets of the Company, if the fair market value of the consideration received in all such transactions in any fiscal year 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 would exceed $25 millionCompany; (v) incurrence any dissolution or complete or partial liquidation of Indebtedness in excess of $50 million;the Company; or (vi) any amendment or modification of the Articles of Incorporation Company Charter or the Company By-Laws of the Company laws that modifies, amends or is inconsistent with the terms provisions of this Agreement or and the Certificate of Designation; and (vii) prior rights afforded 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 Director Termination Date)Purchaser hereunder. (b) Notwithstanding anything herein to the contrary, the following matters are subject to approval by a simple majority For purposes of the Boardthis Agreement: (i) a sale by the company of Synova, Inc. ("Synova"); (ii) an initial public offering of Bridge Strategies Group LLC ("Bridge"); (iii) an initial public offering of CBSI Complete Business Solutions (Mauritius) Limited or its Subsidiaries; (iv) the implementation of a "holding company" structure; (v) the creation of a venture fund, in an amount not to exceed $200 million, for the purpose of making investments in startup companies (such investments are herein referred to as "New Business Opportunities"); and (vi) to the extent necessary to effectuate a Change of Control Transaction that has been approved by a simple majority of the Board, the actions enumerated in section 4.5(a).

Supermajority Voting Provisions. The Equity Owners and the Entities agree that they shall take all necessary action and shall cause the Subsidiaries of the Entities to take all necessary action to ensure that none of the following actions shall occur without the concurrence of at least three of the holders of a majority of the Bishxx Xxxerests, CVC Interests, MacArthur Interests and the Management Partners and, if, and only if, the proposed action is a sale or exchange of all or any part of the Newco Shares by CILP, the liquidation of Newco or non-liquidating distributions by Newco prior to November 30, 1999 which would result in taxable gain or income in CILP, without the concurrence of a majority of the MacArthur Interests: (a) From the Initial ClosingNewco shall not sell, 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 Rajexxxx Xxxxxxxxx, xx Affiliates of Mr. Xxxxxxxxx (xxher 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 saleconvey, lease, transfer transfer, grant options to purchase or other disposition otherwise dispose of all or substantially all of its assets or dispose of any property or business of Newco or any Subsidiary Affiliate(other than non-core property) in one transaction or each case having 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 million25,000,000; (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 Director Termination Date). (b) Notwithstanding anything herein to the contraryNewco, the following matters are subject to approval by a simple majority of the Board: its Subsidiary Affiliates, CILP and CIC shall not (i) issue or sell partnership interests or shares of stock, or (ii) incur indebtedness (other than indebtedness permitted pursuant to the terms of the senior credit facility in place for operation of the business of Newco or its Subsidiary Affiliates), in excess of $25,000,000; (c) CILP shall not admit a sale new or substitute general partner or limited partner, except the Lenders and as otherwise permitted hereunder; (d) Newco, CILP and CIC shall not, directly or indirectly, redeem, purchase or otherwise acquire any of its own Equity Interests; (e) None of Newco, the Subsidiary Affiliates, CILP or CIC resolve, compromise, settle or agree as to any dispute, adjustment, payment to or by any of them or adjustment or amendment arising out of the company transactions contemplated in the documents entered into in connection with the Reorganization and related agreements and the institution of Synovalitigation and defense of litigation with respect to such agreements; (f) Newco and its Subsidiary Affiliates shall not terminate the employment of or increase the compensation payable to either Hoffxxx xx DEA or amend the terms of either of their respective employment agreements made with WCI Communities Limited Partnership dated July 24, Inc. 1995, as assigned to Newco under Assignment dated November 30, 1998 (the "SynovaEmployment Agreements"); (iig) an initial public offering None of Bridge Strategies Group LLC Newco, CILP or CIC shall amend, modify or terminate any other their respective constituent documents, including, but not limited to, the Certificate of Incorporation of Newco or CIC or the Agreement of Limited Partnership of CILP. ("Bridge")h) None of Newco, CILP or CIC shall consolidate with or merge into or with any other Person or dissolve, or begin to liquidate or wind-up its business or assets; (iiii) File a petition under the Federal Bankruptcy Act or any other insolvency law, or admit in writing that it is bankrupt, insolvent or unable to pay its debts, or enter into an initial public offering of CBSI Complete Business Solutions (Mauritius) Limited or its Subsidiaries; (iv) the implementation of a "holding company" structure; (v) the creation of a venture fund, in an amount not to exceed $200 million, assignment for the purpose benefit of making investments in startup companies (such investments are herein referred to as "New Business Opportunities")creditors; and (vij) Sale by CILP at any time prior to the extent necessary to effectuate a Change November 30, 1999 of Control Transaction that has been approved by a simple majority all or any part of the Board, the actions enumerated in section 4.5(a)Newco Shares owned by CILP.