Vote Required for Board Action; Board Quorum. (a) Except as provided in this Section 4.2 and in Section 4.7, any determination or other action of or by the Board (other than action by unanimous written consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors present at such meeting. (b) In addition to the requirements of Section 4.2(a), BlackRock shall not enter into or effectuate any of the following transactions without the prior approval of either all of the Independent Directors then in office, or at least two-thirds of the Directors then in office, at a meeting with respect to which such transaction was specifically described in a written notice of meeting called at least two Business Days in advance; provided, however, that if a Director is not present (for the avoidance of doubt, a Director may attend, and be counted as present, at a meeting telephonically) at either of two meetings called and noticed in the foregoing manner to consider such transaction, such Director shall be deemed, solely for purposes of this Section 4.2(b), not to be a Director then in office if such Director is not present at the third meeting called and noticed in the foregoing manner to consider such transaction: (i) appointment of a new Chief Executive Officer of BlackRock; (ii) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of BlackRock Capital Stock Issued and outstanding prior to the occurrence of such transaction, or any sale of all or substantially all of the assets of BlackRock to any Person; (iii) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business the consolidated net income after taxes of which for its preceding fiscal year equals or exceeds 20% of BlackRock’s consolidated net income after taxes for it preceding fiscal year if such acquisition involves the current or potential issuance of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock issued and outstanding immediately after completion of such acquisition; (iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business constituting a line of business that is materially different from the lines of business BlackRock and its Controlled Affiliates are engaged in immediately prior to such acquisition if such acquisition involves consideration in excess of 10% of the total assets of BlackRock on a consolidated basis; (v) except for repurchases pursuant to the terms of this Agreement, any repurchase by BlackRock or any Subsidiary of BlackRock of shares of BlackRock Capital Stock such that after giving effect to such repurchase BlackRock and its Subsidiaries shall have repurchased more than 10% of the Total Voting Power of BlackRock Capital Stock within the 12-month period ending on the date of such repurchase; (vi) any amendment, modification or waiver of BlackRock’s Certificate of Incorporation; (vii) any matter requiring stockholder approval pursuant to the New York Stock Exchange listed company manual; (viii) any amendment, modification or waiver (as distinct from a consent or approval provided therein) of any restriction or prohibition on Xxxxxxx Xxxxx or its Affiliates provided for herein or any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any restriction or prohibition on a Significant Stockholder or its Affiliates provided for in a stockholders agreement between BlackRock and such Significant Stockholder; provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of this Section 4.2(b) shall immediately cease. (c) In addition to the requirements of Section 4.2(a) and (b), BlackRock shall not enter into any agreement providing for, or effectuate any of the following transactions without the prior written approval of Xxxxxxx Xxxxx: (i) until the fifth anniversary of the Closing, (A) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of the Capital Stock of BlackRock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transactions would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of the BlackRock Capital Stock issued and outstanding prior to the occurrence of such transaction or (B), in the case of a merger, consolidation, exchange of shares, issuance of shares or similar transaction that is not covered by clause (A) above, more than 20% of the Total Voting Power of the Capital Stock of BlackRock or the other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by any Person who Beneficially Owned less than 20% of the Total Voting Power of the BlackRock Capital Stock or of the Capital Stock of such other Person immediately prior to such transaction; (ii) after the fifth anniversary of the Closing, any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock would be Beneficially Owned by a Restricted Person or any sale of all or substantially all of the assets of BlackRock to any Restricted Person; (iii) any sale, whether by merger, consolidation, exchange of equity interests, sale of equity interests in or assets or similar transaction of any Subsidiary if the annualized revenues of such Subsidiary or assets, together with the annualized revenues of all other Subsidiaries so disposed of within the 12-month period ending on the date of such sales exceeds more than 20% of the annualized revenues of BlackRock for the preceding fiscal year on a consolidated basis; (iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business which would be reasonably likely in the opinion of counsel to Xxxxxxx Xxxxx require Xxxxxxx Xxxxx to register with the Board of Governors of the Federal Reserve System as a bank holding company or become subject to regulation, supervision or restrictions under the Bank Holding Company Act of 1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan Act; (v) any amendment, modification, repeal or waiver of Section 3.2 of BlackRock’s By-Laws or of BlackRock’s Certificate of Incorporation or By-Laws that would be viewed by a reasonable Person as being adverse to the rights of Xxxxxxx Xxxxx or more favorable to the rights of a Significant Stockholder than to the rights of Xxxxxxx Xxxxx; (vi) any settlement or consent in a regulatory enforcement matter that would be reasonably likely, in the opinion of counsel to Xxxxxxx Xxxxx, to cause Xxxxxxx Xxxxx or any of its Affiliates to suffer (A) any regulatory disqualification, (B) suspension of registration or license or (C) other material adverse regulatory consequence (which approval may not be unreasonably withheld in the case of this clause (C)); (vii) any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any provision of a stockholders agreement between BlackRock and a Significant Stockholder that would be viewed by a reasonable Person as being adverse to Xxxxxxx Xxxxx or materially more favorable to the rights of such Significant Stockholder thereunder than to the rights of Xxxxxxx Xxxxx hereunder; or (viii) any voluntary bankruptcy or similar filing or declaration by BlackRock. provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately cease. (d) A quorum for any meeting of the Board shall require the presence of a majority of the total number of Directors then in office.
Appears in 2 contracts
Samples: Stockholder Agreement (BlackRock Inc.), Stockholder Agreement (Merrill Lynch & Co Inc)
Vote Required for Board Action; Board Quorum. (a) Except as provided in this Section 4.2 and in Section 4.7, any determination or other action of or by the Board (other than action by unanimous written consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors present at such meeting.
(b) In addition to the requirements of Section 4.2(a), BlackRock shall not enter into or effectuate any of the following transactions without the prior approval of either all of the Independent Directors then in office, or at least two-thirds of the Directors then in office, at a meeting with respect to which such transaction was specifically described in a written notice of meeting called at least two Business Days in advance; provided, however, that if a Director is not present (for the avoidance of doubt, a Director may attend, and be counted as present, at a meeting telephonically) at either of two meetings called and noticed in the foregoing manner to consider such transaction, such Director shall be deemed, solely for purposes of this Section 4.2(b), not to be a Director then in office if such Director is not present at the third meeting called and noticed in the foregoing manner to consider such transaction:
(i) appointment of a new Chief Executive Officer of BlackRock;
(ii) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of BlackRock Capital Stock Issued and outstanding prior to the occurrence of such transaction, or any sale of all or substantially all of the assets of BlackRock to any Person;
(iii) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business the consolidated net income after taxes of which for its preceding fiscal year equals or exceeds 20% of BlackRock’s 's consolidated net income after taxes for it preceding fiscal year if such acquisition involves the current or potential issuance of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock issued and outstanding immediately after completion of such acquisition;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business constituting a line of business that is materially different from the lines of business BlackRock and its Controlled Affiliates are engaged in immediately prior to such acquisition if such acquisition involves consideration in excess of 10% of the total assets of BlackRock on a consolidated basis;
(v) except for repurchases pursuant to the terms of this Agreement, any repurchase by BlackRock or any Subsidiary of BlackRock of shares of BlackRock Capital Stock such that after giving effect to such repurchase BlackRock and its Subsidiaries shall have repurchased more than 10% of the Total Voting Power of BlackRock Capital Stock within the 12-month period ending on the date of such repurchase;
(vi) any amendment, modification or waiver of BlackRock’s 's Certificate of Incorporation;
(vii) any matter requiring stockholder approval pursuant to the New York Stock Exchange listed company manual;
(viii) any amendment, modification or waiver (as distinct from a consent or approval provided therein) of any restriction or prohibition on Xxxxxxx Xxxxx or its Affiliates provided for herein or any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any restriction or prohibition on a Significant Stockholder or its Affiliates provided for in a stockholders agreement between BlackRock and such Significant Stockholder; provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of this Section 4.2(b) shall immediately cease.
(c) In addition to the requirements of Section 4.2(a) and (b), BlackRock shall not enter into any agreement providing for, or effectuate any of the following transactions without the prior written approval of Xxxxxxx Xxxxx:
(i) until the fifth anniversary of the Closing, (A) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of the Capital Stock of BlackRock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transactions would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of the BlackRock Capital Stock issued and outstanding prior to the occurrence of such transaction or (B), in the case of a merger, consolidation, exchange of shares, issuance of shares or similar transaction that is not covered by clause (A) above, more than 20% of the Total Voting Power of the Capital Stock of BlackRock or the other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by any Person who Beneficially Owned less than 20% of the Total Voting Power of the BlackRock Capital Stock or of the Capital Stock of such other Person immediately prior to such transaction;
(ii) after the fifth anniversary of the Closing, any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock would be Beneficially Owned by a Restricted Person or any sale of all or substantially all of the assets of BlackRock to any Restricted Person;
(iii) any sale, whether by merger, consolidation, exchange of equity interests, sale of equity interests in or assets or similar transaction of any Subsidiary if the annualized revenues of such Subsidiary or assets, together with the annualized revenues of all other Subsidiaries so disposed of within the 12-month period ending on the date of such sales exceeds more than 20% of the annualized revenues of BlackRock for the preceding fiscal year on a consolidated basis;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business which would be reasonably likely in the opinion of counsel to Xxxxxxx Xxxxx require Xxxxxxx Xxxxx to register with the Board of Governors of the Federal Reserve System as a bank holding company or become subject to regulation, supervision or restrictions under the Bank Holding Company Act of 1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan Act;
(v) any amendment, modification, repeal or waiver of Section 3.2 of BlackRock’s 's By-Laws or of BlackRock’s 's Certificate of Incorporation or By-Laws that would be viewed by a reasonable Person as being adverse to the rights of Xxxxxxx Xxxxx or more favorable to the rights of a Significant Stockholder than to the rights of Xxxxxxx Xxxxx;
(vi) any settlement or consent in a regulatory enforcement matter that would be reasonably likely, in the opinion of counsel to Xxxxxxx Xxxxx, to cause Xxxxxxx Xxxxx or any of its Affiliates to suffer (A) any regulatory disqualification, (B) suspension of registration or license or (C) other material adverse regulatory consequence (which approval may not be unreasonably withheld in the case of this clause (C));
(vii) any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any provision of a stockholders agreement between BlackRock and a Significant Stockholder that would be viewed by a reasonable Person as being adverse to Xxxxxxx Xxxxx or materially more favorable to the rights of such Significant Stockholder thereunder than to the rights of Xxxxxxx Xxxxx hereunder; or
(viii) any voluntary bankruptcy or similar filing or declaration by BlackRock. provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately cease.
(d) A quorum for any meeting of the Board shall require the presence of a majority of the total number of Directors then in office.
Appears in 2 contracts
Samples: Stockholder Agreement (BlackRock Inc.), Stockholder Agreement (BlackRock Inc.)
Vote Required for Board Action; Board Quorum. (a) Except as provided in this Section 4.2 and in Section 4.7, any determination or other action of or by the Board (other than action by unanimous written consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors present at such meeting.
(b) In addition to the requirements of Section 4.2(a), BlackRock shall not enter into or effectuate any of the following transactions without the prior approval of either all of the Independent Directors then in office, or at least two-thirds of the Directors then in office, at a meeting with respect to which such transaction was specifically described in a written notice of meeting called at least two Business Days in advance; provided, however, that if a Director is not present (for the avoidance of doubt, a Director may attend, and be counted as present, at a meeting telephonically) at either of two meetings called and noticed in the foregoing manner to consider such transaction, such Director shall be deemed, solely for purposes of this Section 4.2(b), not to be a Director then in office if such Director is not present at the third meeting called and noticed in the foregoing manner to consider such transaction:
(i) appointment of a new Chief Executive Officer of BlackRock;
(ii) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of BlackRock Capital Stock Issued and outstanding prior to the occurrence of such transaction, or any sale of all or substantially all of the assets of BlackRock to any Person;
(iii) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business the consolidated net income after taxes of which for its preceding fiscal year equals or exceeds 20% of BlackRock’s consolidated net income after taxes for it preceding fiscal year if such acquisition involves the current or potential issuance of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock issued and outstanding immediately after completion of such acquisition;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business constituting a line of business that is materially different from the lines of business BlackRock and its Controlled Affiliates are engaged in immediately prior to such acquisition if such acquisition involves consideration in excess of 10% of the total assets of BlackRock on a consolidated basis;
(v) except for repurchases pursuant to the terms of this Agreement, any repurchase by BlackRock or any Subsidiary of BlackRock of shares of BlackRock Capital Stock such that after giving effect to such repurchase BlackRock and its Subsidiaries shall have repurchased more than 10% of the Total Voting Power of BlackRock Capital Stock within the 12-month period ending on the date of such repurchase;
(vi) any amendment, modification or waiver of BlackRock’s Certificate of Incorporation;
(vii) any matter requiring stockholder approval pursuant to the New York Stock Exchange listed company manual;
(viii) any amendment, modification or waiver (as distinct from a consent or approval provided therein) of any restriction or prohibition on Xxxxxxx Xxxxx or its Affiliates provided for herein or any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any restriction or prohibition on a Significant Stockholder or its Affiliates provided for in a stockholders agreement between BlackRock and such Significant Stockholder; provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of this Section 4.2(b) shall immediately cease.
(c) In addition to the requirements of Section 4.2(a) and (b), BlackRock shall not enter into any agreement providing for, or effectuate any of the following transactions without the prior written approval of Xxxxxxx Xxxxx:
(i) until the fifth anniversary of the Closing, (A) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of the Capital Stock of BlackRock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transactions would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of the BlackRock Capital Stock issued and outstanding prior to the occurrence of such transaction or (B), in the case of a merger, consolidation, exchange of shares, issuance of shares or similar transaction that is not covered by clause (A) above, more than 20% of the Total Voting Power of the Capital Stock of BlackRock or the other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by any Person who Beneficially Owned less than 20% of the Total Voting Power of the BlackRock Capital Stock or of the Capital Stock of such other Person immediately prior to such transaction;
(ii) after the fifth anniversary of the Closing, any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock would be Beneficially Owned by a Restricted Person or any sale of all or substantially all of the assets of BlackRock to any Restricted Person;
(iii) any sale, whether by merger, consolidation, exchange of equity interests, sale of equity interests in or assets or similar transaction of any Subsidiary if the annualized revenues of such Subsidiary or assets, together with the annualized revenues of all other Subsidiaries so disposed of within the 12-month period ending on the date of such sales exceeds more than 20% of the annualized revenues of BlackRock for the preceding fiscal year on a consolidated basis;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business which would be reasonably likely in the opinion of counsel to Xxxxxxx Xxxxx require Xxxxxxx Xxxxx to register with the Board of Governors of the Federal Reserve System as a bank holding company or become subject to regulation, supervision or restrictions under the Bank Holding Company Act of 1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan Act;
(vii) any amendment, modification, repeal or waiver of Section 3.2 of BlackRock’s By-Laws or of BlackRock’s Certificate of Incorporation or By-Laws that would be viewed by a reasonable Person as being adverse to the rights of Xxxxxxx Xxxxx or more favorable to the rights of a Significant Stockholder than to the rights of Xxxxxxx Xxxxx;
(viiii) any settlement or consent in a regulatory enforcement matter that would be reasonably likely, in the opinion of counsel to Xxxxxxx Xxxxx, to cause Xxxxxxx Xxxxx or any of its Affiliates to suffer (A) any regulatory disqualification, (B) suspension of registration or license or (C) other material adverse regulatory consequence (which approval may not be unreasonably withheld in the case of this clause (C));
(viiiv) any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any provision of a stockholders agreement between BlackRock and a Significant Stockholder that would be viewed by a reasonable Person as being adverse to Xxxxxxx Xxxxx or materially more favorable to the rights of such Significant Stockholder thereunder than to the rights of Xxxxxxx Xxxxx hereunder; or
(viiiv) any voluntary bankruptcy or similar filing or declaration by BlackRock. provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately cease.
(dc) A quorum for any meeting of the Board shall require the presence of a majority of the total number of Directors then in office.
Appears in 2 contracts
Samples: Stockholder Agreement, Stockholder Agreement (BlackRock Inc.)
Vote Required for Board Action; Board Quorum. (a) Except as otherwise provided in this Section 4.2 and in Section 4.73.4, any determination or other action of or by the Board (other than action by unanimous written consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors Directors present at such meeting.
(b) In addition to For so long as the requirements Stockholder Beneficially Owns more than 25% of Section 4.2(a)the Total Voting Power, BlackRock the Company shall not enter into or effectuate any of the following transactions actions without the prior approval of either all of the Independent Directors then in office, or at least two-thirds of all of the Directors then in office, at a meeting with respect to which such transaction was specifically described in a written notice of meeting called at least two Business Days duly provided to the Directors in advance; providedaccordance with the By-Laws (as may be amended, howeversupplemented, that if a Director is not present (for the avoidance of doubt, a Director may attend, and be counted as present, at a meeting telephonically) at either of two meetings called and noticed in the foregoing manner restated or otherwise modified from time to consider such transaction, such Director shall be deemed, solely for purposes of this Section 4.2(b), not to be a Director then in office if such Director is not present at the third meeting called and noticed in the foregoing manner to consider such transaction:time):
(i) appointment any increase in the number of a new Chief Executive Officer shares of BlackRockCapital Stock of the Company authorized in the Amended and Restated Certificate of Incorporation of the Company (as in effect immediately following the Closing and as may be amended, supplemented, restated or otherwise modified from time to time thereafter, the “Certificate of Incorporation”);
(ii) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority equity securities of the Total Voting Power Company in one transaction or a series of BlackRock Capital Stock or related transactions that would result in the Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of BlackRock Capital Stock Issued and outstanding prior to the occurrence of such transaction, or any sale of all or substantially all of the assets of BlackRock to any Person;
(iii) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business the consolidated net income after taxes of which for its preceding fiscal year equals or exceeds 20% of BlackRock’s consolidated net income after taxes for it preceding fiscal year if such acquisition involves the current or potential issuance of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock issued and outstanding immediately after completion of such acquisition;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business constituting a line of business that is materially different from the lines of business BlackRock and its Controlled Affiliates are engaged in immediately prior to such acquisition if such acquisition involves consideration in excess of 10% of the total assets of BlackRock on a consolidated basis;
(v) except for repurchases pursuant to the terms of this Agreement, any repurchase by BlackRock or any Subsidiary of BlackRock of shares of BlackRock Capital Stock such that after giving effect to such repurchase BlackRock and its Subsidiaries shall have repurchased more than 10% of the Total Voting Power of BlackRock Capital Stock within the 12-month period ending on the date of such repurchase;
(vi) any amendment, modification or waiver of BlackRock’s Certificate of Incorporation;
(vii) any matter requiring stockholder approval pursuant to the New York Stock Exchange listed company manual;
(viii) any amendment, modification or waiver (as distinct from a consent or approval provided therein) of any restriction or prohibition on Xxxxxxx Xxxxx or its Affiliates provided for herein or any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any restriction or prohibition on a Significant Stockholder or its Affiliates provided for in a stockholders agreement between BlackRock and such Significant Stockholder; provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of this Section 4.2(b) shall immediately cease.
(c) In addition to the requirements of Section 4.2(a) and (b), BlackRock shall not enter into any agreement providing for, or effectuate any of the following transactions without the prior written approval of Xxxxxxx Xxxxx:
(i) until the fifth anniversary of the Closing, (A) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of the Capital Stock of BlackRock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transactions would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of the BlackRock Capital Stock issued and outstanding prior to the occurrence of such transaction or (B), in the case of a merger, consolidation, exchange of shares, issuance of shares or similar transaction that is not covered by clause (A) above, Company constituting more than 20% of the Total Voting Power outstanding following such issuance;
(iii) (x) any merger, reorganization, recapitalization requiring approval of the Capital Stock holders of BlackRock Rite Aid Common Stock, consolidation or similar business combination involving the Company or (y) any merger, reorganization, recapitalization, consolidation or similar business combination involving any subsidiary of the Company and requiring approval of the holders of Rite Aid Common Stock;
(iv) any sale of assets by the Company, in one or a series of related transactions in any twelve-month period, other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by any Person who Beneficially Owned less than sales of inventory in the ordinary course of business, with a fair market value constituting in excess of 20% of the Total Voting Power Company’s consolidated total assets as of the BlackRock Capital Stock or date of the Capital Stock Company’s most recent regularly prepared balance sheet or in excess of such other Person 20% of the Company’s annualized consolidated revenues for the Company’s immediately prior to such transactionpreceding fiscal year;
(iiv) after any filing by the fifth anniversary Company of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the Closing, any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock would be Beneficially Owned by a Restricted Person United States Code or any sale other Federal or state insolvency law, or the Company’s filing an answer consenting to or acquiescing in any such petition, or the making by the Company of any general assignment for the benefit of its creditors of all or substantially all of the assets of BlackRock to any Restricted Person;Company’s assets; and
(iiivi) any sale, whether by merger, consolidation, exchange of equity interests, sale of equity interests in or assets or similar transaction of any Subsidiary if the annualized revenues of such Subsidiary or assets, together with the annualized revenues of all other Subsidiaries so disposed of within the 12-month period ending on the date of such sales exceeds more than 20% amendment of the annualized revenues of BlackRock for the preceding fiscal year on a consolidated basis;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business which would be reasonably likely in the opinion of counsel to Xxxxxxx Xxxxx require Xxxxxxx Xxxxx to register with the Board of Governors of the Federal Reserve System as a bank holding company or become subject to regulation, supervision or restrictions under the Bank Holding Company Act of 1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan Act;
(v) any amendment, modification, repeal or waiver of Section 3.2 of BlackRock’s By-Laws or of BlackRockCompany’s Certificate of Incorporation or By-Laws laws that would be viewed by a reasonable Person as being adverse to adversely affects the rights of Xxxxxxx Xxxxx or more favorable to the rights of a Significant Stockholder than to the rights of Xxxxxxx Xxxxx;
(vi) any settlement or consent in a regulatory enforcement matter that would be reasonably likely, in the opinion of counsel to Xxxxxxx Xxxxx, to cause Xxxxxxx Xxxxx or any of its Affiliates to suffer (A) any regulatory disqualification, (B) suspension of registration or license or (C) other material adverse regulatory consequence (which approval may not be unreasonably withheld in the case of this clause (C));
(vii) any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any provision of a stockholders agreement between BlackRock and a Significant Stockholder that would be viewed by a reasonable Person as being adverse to Xxxxxxx Xxxxx or materially more favorable to the rights of such Significant Stockholder thereunder than to the rights of Xxxxxxx Xxxxx hereunder; or
(viii) any voluntary bankruptcy or similar filing or declaration by BlackRock. provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately ceaseStockholder.
(d) A quorum for any meeting of the Board shall require the presence of a majority of the total number of Directors then in office.
Appears in 2 contracts
Samples: Stockholder Agreement (Rite Aid Corp), Stockholder Agreement (Rite Aid Corp)
Vote Required for Board Action; Board Quorum. (a) Except as provided in this Section 4.2 and in Section 4.7, any determination or other action of or by the Board (other than action by unanimous written consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors Directors present at such meeting.
(b) In addition to the requirements of Section 4.2(a), BlackRock shall not enter into or effectuate any of the following transactions without the prior approval of either all of the Independent Directors then in office, or at least two-thirds of the Directors then in office, at a meeting with respect to which such transaction was specifically described in a written notice of meeting called at least two Business Days in advance; provided, however, that if a Director is not present (for the avoidance of doubt, a Director may attend, and be counted as present, at a meeting telephonically) at either of two meetings called and noticed in the foregoing manner to consider such transactiontransactions, such Director shall be deemed, solely for purposes of this Section 4.2(b), not to be a Director then in office if such Director is not present at the third meeting called and noticed in the foregoing manner to consider such transactiontransactions:
(i) appointment of a new Chief Executive Officer of BlackRock;
(ii) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by one or more Persons other than the Persons holding a majority of the Total Voting Power of BlackRock Capital Stock Issued issued and outstanding prior to the occurrence of such transaction, or any sale of all or substantially all of the assets of BlackRock to any Person;
(iii) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction transaction, of any Person or business the consolidated net income after taxes of which for its preceding fiscal year equals or exceeds 20% of BlackRock’s 's consolidated net income after taxes for it preceding fiscal year if such acquisition involves the current or potential issuance of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock issued and outstanding immediately after completion of such acquisition;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction transaction, of any Person or business constituting a line of business that is materially different from the lines of business BlackRock and its Controlled Affiliates are engaged in immediately prior to such acquisition if such acquisition involves consideration in excess of 10% of the total assets of BlackRock on a consolidated basis;
(v) except for repurchases pursuant to the terms of this Agreement, any repurchase by BlackRock or any Subsidiary of BlackRock of shares of BlackRock Capital Stock such that after giving effect to such repurchase BlackRock and its Subsidiaries shall have repurchased more than 10% of the Total Voting Power of BlackRock Capital Stock within the 12-month period ending on the date of such repurchase;
(vi) any amendment, modification or waiver of BlackRock’s 's Certificate of IncorporationIncorporation or By-Laws;
(vii) any matter requiring stockholder approval pursuant to the requirements of the New York Stock Exchange listed company Company manual;; or
(viii) any amendment, modification or waiver (as distinct from a consent or approval provided thereinfor herein) of any restriction or prohibition on Xxxxxxx Xxxxx PNC or its Affiliates provided for herein or any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any restriction or prohibition on a Significant Stockholder or its Affiliates provided for in a stockholders stockholder agreement between BlackRock and such Significant Stockholder; provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of this Section 4.2(b) shall immediately cease.
(c) In addition to the requirements of Section 4.2(a) and (b), BlackRock shall not enter into any agreement providing for, for or effectuate any of the following transactions without the prior written approval of Xxxxxxx XxxxxPNC:
(i) until the fifth anniversary of the Closing, (A) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of the Capital Stock of BlackRock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transactions would be Beneficially Owned by one or more Persons other than the Persons holding a majority of the Total Voting Power of the BlackRock Capital Stock issued and outstanding prior to the occurrence of such transaction or (B), ) in the case of a merger, consolidation, exchange of shares, issuance of shares or similar transaction that is not covered by clause (A) above, more than 20% of the Total Voting Power of the Capital Stock of BlackRock or the other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by any Person who Beneficially Owned less than 20% of the Total Voting Power of the BlackRock Capital Stock or of the Capital Stock of such other Person immediately prior to such transaction;
(ii) after the fifth anniversary for so long as BlackRock shall be deemed to be a subsidiary of PNC for purposes of the ClosingU.S. Bank Holding Company Act, entering into any merger, consolidation, exchange of shares, issuance of shares business or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock would be Beneficially Owned by a Restricted Person or engaging in any sale of all or substantially all of the assets of BlackRock to activity that is prohibited for any Restricted Personsuch Subsidiary;
(iii) any sale, whether by merger, consolidation, exchange of equity interests, sale of equity interests in or assets or similar transaction of any Subsidiary if the annualized revenues of such Subsidiary or assets, together with the annualized revenues of all other Subsidiaries or assets so disposed of within the 12-month period ending on the date of such sales exceeds more than 20% of the annualized revenues of BlackRock for the preceding fiscal year on a consolidated basis;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business which would be reasonably likely in the opinion of counsel to Xxxxxxx Xxxxx require Xxxxxxx Xxxxx to register with the Board of Governors of the Federal Reserve System as a bank holding company or become subject to regulation, supervision or restrictions under the Bank Holding Company Act of 1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan Act;
(v) any amendment, modification, repeal or waiver of Section 3.2 of BlackRock’s 's By-Laws or of BlackRock’s 's Certificate of Incorporation or By-Laws that would be viewed by a reasonable Person as being adverse to the rights of Xxxxxxx Xxxxx PNC or more favorable to the rights of a Significant Stockholder than to the rights of Xxxxxxx XxxxxPNC;
(viv) any settlement or consent in a regulatory enforcement matter that would be reasonably likely, in the opinion of counsel to Xxxxxxx Xxxxxfor PNC, to cause Xxxxxxx Xxxxx PNC or any of its Affiliates to suffer (A) any regulatory disqualification, (B) suspension of registration or license or (C) other material adverse regulatory consequence (which approval may not be unreasonably withheld in the case of this clause (C));
(viivi) any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any provision of a stockholders stockholder agreement between BlackRock and a Significant Stockholder that would be viewed by a reasonable Person as being adverse to Xxxxxxx Xxxxx PNC or materially more favorable to the rights of such Significant Stockholder thereunder than to the rights of Xxxxxxx Xxxxx PNC hereunder; or
(viiivii) any voluntary bankruptcy or similar filing or declaration by BlackRock. ; provided, however, that if a Change of Control of Xxxxxxx Xxxxx PNC occurs prior to the fifth anniversary of the Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately cease.
(d) A quorum for any meeting of the Board shall require the presence of a majority of the total number of Directors then in office.
Appears in 1 contract
Samples: Implementation and Stockholder Agreement (BlackRock Inc.)
Vote Required for Board Action; Board Quorum. (a) Except as provided in this Section 4.2 and in Section 4.7, any determination or other action of or by the Board (other than action by unanimous written consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors present at such meeting.
(b) In addition to the requirements of Section 4.2(a), New BlackRock shall not enter into or effectuate any of the following transactions without the prior approval of either all of the Independent Directors then in office, or at least two-thirds of the Directors then in office, at a meeting with respect to which such transaction was specifically described in a written notice of meeting called at least two Business Days in advance; provided, however, that if a Director is not present (for the avoidance of doubt, a Director may attend, and be counted as present, at a meeting telephonically) at either of two meetings called and noticed in the foregoing manner to consider such transaction, such Director shall be deemed, solely for purposes of this Section 4.2(b), not to be a Director then in office if such Director is not present at the third meeting called and noticed in the foregoing manner to consider such transaction:
(i) appointment of a new Chief Executive Officer of New BlackRock;
(ii) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of New BlackRock Capital Stock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of New BlackRock Capital Stock Issued and outstanding prior to the occurrence of such transaction, or any sale of all or substantially all of the assets of New BlackRock to any Person;
(iii) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business the consolidated net income after taxes of which for its preceding fiscal year equals or exceeds 20% of New BlackRock’s 's consolidated net income after taxes for it preceding fiscal year if such acquisition involves the current or potential issuance of New BlackRock Capital Stock constituting more than 10% of the Total Voting Power of New BlackRock Capital Stock issued and outstanding immediately after completion of such acquisition;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business constituting a line of business that is materially different from the lines of business New BlackRock and its Controlled Affiliates are engaged in immediately prior to such acquisition if such acquisition involves consideration in excess of 10% of the total assets of New BlackRock on a consolidated basis;
(v) except for repurchases pursuant to the terms of this Agreement, any repurchase by New BlackRock or any Subsidiary of New BlackRock of shares of New BlackRock Capital Stock such that after giving effect to such repurchase New BlackRock and its Subsidiaries shall have repurchased more than 10% of the Total Voting Power of New BlackRock Capital Stock within the 12-month period ending on the date of such repurchase;
(vi) any amendment, modification or waiver of New BlackRock’s 's Certificate of Incorporation;
(vii) any matter requiring stockholder approval pursuant to the New York Stock Exchange listed company manual;
(viii) any amendment, modification or waiver (as distinct from a consent or approval provided therein) of any restriction or prohibition on Xxxxxxx Xxxxx or its Affiliates provided for herein or any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any restriction or prohibition on a Significant Stockholder or its Affiliates provided for in a stockholders agreement between New BlackRock and such Significant Stockholder; provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of this Section 4.2(b) shall immediately cease.
(c) In addition to the requirements of Section 4.2(a) and (b), New BlackRock shall not enter into any agreement providing for, or effectuate any of the following transactions without the prior written approval of Xxxxxxx Xxxxx:
(i) until the fifth anniversary of the Closing, (A) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of the Capital Stock of New BlackRock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transactions would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of the New BlackRock Capital Stock issued and outstanding prior to the occurrence of such transaction or (B), in the case of a merger, consolidation, exchange of shares, issuance of shares or similar transaction that is not covered by clause (A) above, more than 20% of the Total Voting Power of the Capital Stock of New BlackRock or the other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by any Person who Beneficially Owned less than 20% of the Total Voting Power of the New BlackRock Capital Stock or of the Capital Stock of such other Person immediately prior to such transaction;
(ii) after the fifth anniversary of the Closing, any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of New BlackRock Capital Stock would be Beneficially Owned by a Restricted Person or any sale of all or substantially all of the assets of New BlackRock to any Restricted Person;
(iii) any sale, whether by merger, consolidation, exchange of equity interests, sale of equity interests in or assets or similar transaction of any Subsidiary if the annualized revenues of such Subsidiary or assets, together with the annualized revenues of all other Subsidiaries so disposed of within the 12-month period ending on the date of such sales exceeds more than 20% of the annualized revenues of New BlackRock for the preceding fiscal year on a consolidated basis;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business which would be reasonably likely in the opinion of counsel to Xxxxxxx Xxxxx require Xxxxxxx Xxxxx to register with the Board of Governors of the Federal Reserve System as a bank holding company or become subject to regulation, supervision or restrictions under the Bank Holding Company Act of 1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan Act;
(v) any amendment, modification, repeal or waiver of Section 3.2 of New BlackRock’s 's By-Laws or of New BlackRock’s 's Certificate of Incorporation or By-Laws that would be viewed by a reasonable Person as being adverse to the rights of Xxxxxxx Xxxxx or more favorable to the rights of a Significant Stockholder than to the rights of Xxxxxxx Xxxxx;
(vi) any settlement or consent in a regulatory enforcement matter that would be reasonably likely, in the opinion of counsel to Xxxxxxx Xxxxx, to cause Xxxxxxx Xxxxx or any of its Affiliates to suffer (A) any regulatory disqualification, (B) suspension of registration or license or (C) other material adverse regulatory consequence (which approval may not be unreasonably withheld in the case of this clause (C));
(vii) any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any provision of a stockholders agreement between New BlackRock and a Significant Stockholder that would be viewed by a reasonable Person as being adverse to Xxxxxxx Xxxxx or materially more favorable to the rights of such Significant Stockholder thereunder than to the rights of Xxxxxxx Xxxxx hereunder; or
(viii) any voluntary bankruptcy or similar filing or declaration by New BlackRock. provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately cease.
(d) A quorum for any meeting of the Board shall require the presence of a majority of the total number of Directors then in office.
Appears in 1 contract
Vote Required for Board Action; Board Quorum. (a) Except as provided in this Section 4.2 and in Section 4.7, any determination or other action of or by the Board (other than action by unanimous written consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors present at such meeting.
(b) In addition to the requirements of Section 4.2(a), New BlackRock shall not enter into or effectuate any of the following transactions without the prior approval of either all of the Independent Directors then in office, or at least two-thirds of the Directors then in office, at a meeting with respect to which such transaction was specifically described in a written notice of meeting called at least two Business Days in advance; provided, however, that if a Director is not present (for the avoidance of doubt, a Director may attend, and be counted as present, at a meeting telephonically) at either of two meetings called and noticed in the foregoing manner to consider such transaction, such Director shall be deemed, solely for purposes of this Section 4.2(b), not to be a Director then in office if such Director is not present at the third meeting called and noticed in the foregoing manner to consider such transaction:
(i) appointment of a new Chief Executive Officer of New BlackRock;
(ii) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of New BlackRock Capital Stock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of New BlackRock Capital Stock Issued and outstanding prior to the occurrence of such transaction, or any sale of all or substantially all of the assets of New BlackRock to any Person;
(iii) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business the consolidated net income after taxes of which for its preceding fiscal year equals or exceeds 20% of New BlackRock’s consolidated net income after taxes for it preceding fiscal year if such acquisition involves the current or potential issuance of New BlackRock Capital Stock constituting more than 10% of the Total Voting Power of New BlackRock Capital Stock issued and outstanding immediately after completion of such acquisition;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business constituting a line of business that is materially different from the lines of business New BlackRock and its Controlled Affiliates are engaged in immediately prior to such acquisition if such acquisition involves consideration in excess of 10% of the total assets of New BlackRock on a consolidated basis;
(v) except for repurchases pursuant to the terms of this Agreement, any repurchase by New BlackRock or any Subsidiary of New BlackRock of shares of New BlackRock Capital Stock such that after giving effect to such repurchase New BlackRock and its Subsidiaries shall have repurchased more than 10% of the Total Voting Power of New BlackRock Capital Stock within the 12-month period ending on the date of such repurchase;
(vi) any amendment, modification or waiver of New BlackRock’s Certificate of Incorporation;
(vii) any matter requiring stockholder approval pursuant to the New York Stock Exchange listed company manual;
(viii) any amendment, modification or waiver (as distinct from a consent or approval provided therein) of any restriction or prohibition on Xxxxxxx Xxxxx Mxxxxxx Lxxxx or its Affiliates provided for herein or any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any restriction or prohibition on a Significant Stockholder or its Affiliates provided for in a stockholders agreement between New BlackRock and such Significant Stockholder; provided, however, that if a Change of Control of Xxxxxxx Xxxxx Mxxxxxx Lxxxx occurs prior to the fifth anniversary of the Closing, the provisions of this Section 4.2(b) shall immediately cease.
(c) In addition to the requirements of Section 4.2(a) and (b), New BlackRock shall not enter into any agreement providing for, or effectuate any of the following transactions without the prior written approval of Xxxxxxx XxxxxMxxxxxx Lxxxx:
(i) until the fifth anniversary of the Closing, (A) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of the Capital Stock of New BlackRock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transactions would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of the New BlackRock Capital Stock issued and outstanding prior to the occurrence of such transaction or (B), in the case of a merger, consolidation, exchange of shares, issuance of shares or similar transaction that is not covered by clause (A) above, more than 20% of the Total Voting Power of the Capital Stock of New BlackRock or the other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by any Person who Beneficially Owned less than 20% of the Total Voting Power of the New BlackRock Capital Stock or of the Capital Stock of such other Person immediately prior to such transaction;
(ii) after the fifth anniversary of the Closing, any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of New BlackRock Capital Stock would be Beneficially Owned by a Restricted Person or any sale of all or substantially all of the assets of New BlackRock to any Restricted Person;
(iii) any sale, whether by merger, consolidation, exchange of equity interests, sale of equity interests in or assets or similar transaction of any Subsidiary if the annualized revenues of such Subsidiary or assets, together with the annualized revenues of all other Subsidiaries so disposed of within the 12-month period ending on the date of such sales exceeds more than 20% of the annualized revenues of New BlackRock for the preceding fiscal year on a consolidated basis;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business which would be reasonably likely in the opinion of counsel to Xxxxxxx Xxxxx Mxxxxxx Lxxxx require Xxxxxxx Xxxxx Mxxxxxx Lxxxx to register with the Board of Governors of the Federal Reserve System as a bank holding company or become subject to regulation, supervision or restrictions under the Bank Holding Company Act of 1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan Act;
(v) any amendment, modification, repeal or waiver of Section 3.2 of New BlackRock’s By-Laws or of New BlackRock’s Certificate of Incorporation or By-Laws that would be viewed by a reasonable Person as being adverse to the rights of Xxxxxxx Xxxxx Mxxxxxx Lxxxx or more favorable to the rights of a Significant Stockholder than to the rights of Xxxxxxx XxxxxMxxxxxx Lxxxx;
(vi) any settlement or consent in a regulatory enforcement matter that would be reasonably likely, in the opinion of counsel to Xxxxxxx XxxxxMxxxxxx Lxxxx, to cause Xxxxxxx Xxxxx Mxxxxxx Lxxxx or any of its Affiliates to suffer (A) any regulatory disqualification, (B) suspension of registration or license or (C) other material adverse regulatory consequence (which approval may not be unreasonably withheld in the case of this clause (C));
(vii) any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any provision of a stockholders agreement between New BlackRock and a Significant Stockholder that would be viewed by a reasonable Person as being adverse to Xxxxxxx Xxxxx Mxxxxxx Lxxxx or materially more favorable to the rights of such Significant Stockholder thereunder than to the rights of Xxxxxxx Xxxxx Mxxxxxx Lxxxx hereunder; or
(viii) any voluntary bankruptcy or similar filing or declaration by New BlackRock. provided, however, that if a Change of Control of Xxxxxxx Xxxxx Mxxxxxx Lxxxx occurs prior to the fifth anniversary of the Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately cease.
(d) A quorum for any meeting of the Board shall require the presence of a majority of the total number of Directors then in office.
Appears in 1 contract
Vote Required for Board Action; Board Quorum. (a) Except as provided in this Section 4.2 and in Section 4.7, any determination or other action of or by the Board (other than action by unanimous written consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors Directors present at such meeting.
(b) In addition to the requirements of Section 4.2(a), BlackRock shall not enter into or effectuate any of the following transactions without the prior approval of either all of the Independent Directors then in office, or at least two-thirds of the Directors then in office, at a meeting with respect to which such transaction was specifically described in a written notice of meeting called at least two Business Days in advance; provided, however, that if a Director is not present (for the avoidance of doubt, a Director may attend, and be counted as present, at a meeting telephonically) at either of two meetings called and noticed in the foregoing manner to consider such transactiontransactions, such Director shall be deemed, solely for purposes of this Section 4.2(b), not to be a Director then in office if such Director is not present at the third meeting called and noticed in the foregoing manner to consider such transaction:
transactions: (i) appointment of a new Chief Executive Officer of BlackRock;
; (ii) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by one or more Persons other than the Persons holding a majority of the Total Voting Power of BlackRock Capital Stock Issued issued and outstanding prior to the occurrence of such transaction, or any sale of all or substantially all of the assets of BlackRock to any Person;
; (iii) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction transaction, of any Person or business the consolidated net income after taxes of which for its preceding fiscal year equals or exceeds 20% of BlackRock’s 's consolidated net income after taxes for it preceding fiscal year if such acquisition involves the current or potential issuance of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock issued and outstanding immediately after completion of such acquisition;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business constituting a line of business that is materially different from the lines of business BlackRock and its Controlled Affiliates are engaged in immediately prior to such acquisition if such acquisition involves consideration in excess of 10% of the total assets of BlackRock on a consolidated basis;
(v) except for repurchases pursuant to the terms of this Agreement, any repurchase by BlackRock or any Subsidiary of BlackRock of shares of BlackRock Capital Stock such that after giving effect to such repurchase BlackRock and its Subsidiaries shall have repurchased more than 10% of the Total Voting Power of BlackRock Capital Stock within the 12-month period ending on the date of such repurchase;
(vi) any amendment, modification or waiver of BlackRock’s Certificate of Incorporation;
(vii) any matter requiring stockholder approval pursuant to the New York Stock Exchange listed company manual;
(viii) any amendment, modification or waiver (as distinct from a consent or approval provided therein) of any restriction or prohibition on Xxxxxxx Xxxxx or its Affiliates provided for herein or any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any restriction or prohibition on a Significant Stockholder or its Affiliates provided for in a stockholders agreement between BlackRock and such Significant Stockholder; provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of this Section 4.2(b) shall immediately cease.
(c) In addition to the requirements of Section 4.2(a) and (b), BlackRock shall not enter into any agreement providing for, or effectuate any of the following transactions without the prior written approval of Xxxxxxx Xxxxx:
(i) until the fifth anniversary of the Closing, (A) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of the Capital Stock of BlackRock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transactions would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of the BlackRock Capital Stock issued and outstanding prior to the occurrence of such transaction or (B), in the case of a merger, consolidation, exchange of shares, issuance of shares or similar transaction that is not covered by clause (A) above, more than 20% of the Total Voting Power of the Capital Stock of BlackRock or the other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by any Person who Beneficially Owned less than 20% of the Total Voting Power of the BlackRock Capital Stock or of the Capital Stock of such other Person immediately prior to such transaction;
(ii) after the fifth anniversary of the Closing, any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock would be Beneficially Owned by a Restricted Person or any sale of all or substantially all of the assets of BlackRock to any Restricted Person;
(iii) any sale, whether by merger, consolidation, exchange of equity interests, sale of equity interests in or assets or similar transaction of any Subsidiary if the annualized revenues of such Subsidiary or assets, together with the annualized revenues of all other Subsidiaries so disposed of within the 12-month period ending on the date of such sales exceeds more than 20% of the annualized revenues of BlackRock for the preceding fiscal year on a consolidated basis;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business which would be reasonably likely in the opinion of counsel to Xxxxxxx Xxxxx require Xxxxxxx Xxxxx to register with the Board of Governors of the Federal Reserve System as a bank holding company or become subject to regulation, supervision or restrictions under the Bank Holding Company Act of 1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan Act;
(v) any amendment, modification, repeal or waiver of Section 3.2 of BlackRock’s By-Laws or of BlackRock’s Certificate of Incorporation or By-Laws that would be viewed by a reasonable Person as being adverse to the rights of Xxxxxxx Xxxxx or more favorable to the rights of a Significant Stockholder than to the rights of Xxxxxxx Xxxxx;
(vi) any settlement or consent in a regulatory enforcement matter that would be reasonably likely, in the opinion of counsel to Xxxxxxx Xxxxx, to cause Xxxxxxx Xxxxx or any of its Affiliates to suffer (A) any regulatory disqualification, (B) suspension of registration or license or (C) other material adverse regulatory consequence (which approval may not be unreasonably withheld in the case of this clause (C));
(vii) any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any provision of a stockholders agreement between BlackRock and a Significant Stockholder that would be viewed by a reasonable Person as being adverse to Xxxxxxx Xxxxx or materially more favorable to the rights of such Significant Stockholder thereunder than to the rights of Xxxxxxx Xxxxx hereunder; or
(viii) any voluntary bankruptcy or similar filing or declaration by BlackRock. provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately cease.
(d) A quorum for any meeting of the Board shall require the presence of a majority of the total number of Directors then in office.16
Appears in 1 contract
Vote Required for Board Action; Board Quorum. (a) Except as otherwise provided in this Section 4.2 and in Section 4.73.4, any determination or other action of or by the Board (other than action by unanimous written consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors Directors present at such meeting.
(b) In addition to For so long as the requirements Stockholder Beneficially Owns more than 25% of Section 4.2(a)the Total Voting Power, BlackRock the Company shall not enter into or effectuate any of the following transactions actions without the prior approval of either all of the Independent Directors then in office, or at least two-thirds of all of the Directors then in office, at a meeting with respect to which such transaction was specifically described in a written notice of meeting called at least two Business Days duly provided to the Directors in advance; providedaccordance with the By-Laws (as may be amended, howeversupplemented, that if a Director is not present (for the avoidance of doubt, a Director may attend, and be counted as present, at a meeting telephonically) at either of two meetings called and noticed in the foregoing manner restated or otherwise modified from time to consider such transaction, such Director shall be deemed, solely for purposes of this Section 4.2(b), not to be a Director then in office if such Director is not present at the third meeting called and noticed in the foregoing manner to consider such transaction:time):
(i) appointment any increase in the number of a new Chief Executive Officer shares of BlackRockCapital Stock of the Company authorized in the Amended and Restated Certificate of Incorporation of the Company (as in effect immediately following the Closing and as may be amended, supplemented, restated or otherwise modified from time to time thereafter, the “Certificate of Incorporation”);
(ii) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority equity securities of the Total Voting Power Company in one transaction or a series of BlackRock Capital Stock or related transactions that would result in the Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of BlackRock Capital Stock Issued and outstanding prior to the occurrence of such transaction, or any sale of all or substantially all of the assets of BlackRock to any Person;
(iii) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business the consolidated net income after taxes of which for its preceding fiscal year equals or exceeds 20% of BlackRock’s consolidated net income after taxes for it preceding fiscal year if such acquisition involves the current or potential issuance of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock issued and outstanding immediately after completion of such acquisition;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business constituting a line of business that is materially different from the lines of business BlackRock and its Controlled Affiliates are engaged in immediately prior to such acquisition if such acquisition involves consideration in excess of 10% of the total assets of BlackRock on a consolidated basis;
(v) except for repurchases pursuant to the terms of this Agreement, any repurchase by BlackRock or any Subsidiary of BlackRock of shares of BlackRock Capital Stock such that after giving effect to such repurchase BlackRock and its Subsidiaries shall have repurchased more than 10% of the Total Voting Power of BlackRock Capital Stock within the 12-month period ending on the date of such repurchase;
(vi) any amendment, modification or waiver of BlackRock’s Certificate of Incorporation;
(vii) any matter requiring stockholder approval pursuant to the New York Stock Exchange listed company manual;
(viii) any amendment, modification or waiver (as distinct from a consent or approval provided therein) of any restriction or prohibition on Xxxxxxx Xxxxx or its Affiliates provided for herein or any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any restriction or prohibition on a Significant Stockholder or its Affiliates provided for in a stockholders agreement between BlackRock and such Significant Stockholder; provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of this Section 4.2(b) shall immediately cease.
(c) In addition to the requirements of Section 4.2(a) and (b), BlackRock shall not enter into any agreement providing for, or effectuate any of the following transactions without the prior written approval of Xxxxxxx Xxxxx:
(i) until the fifth anniversary of the Closing, (A) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of the Capital Stock of BlackRock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transactions would be Beneficially Owned by one or more Persons other than Persons holding a majority of the Total Voting Power of the BlackRock Capital Stock issued and outstanding prior to the occurrence of such transaction or (B), in the case of a merger, consolidation, exchange of shares, issuance of shares or similar transaction that is not covered by clause (A) above, Company constituting more than 20% of the Total Voting Power outstanding following such issuance;
(iii) (x) any merger, reorganization, recapitalization requiring approval of the Capital Stock holders of BlackRock Rite Aid Common Stock, consolidation or similar business combination involving the Company or (y) any merger, reorganization, recapitalization, consolidation or similar business combination involving any subsidiary of the Company and requiring approval of the holders of Rite Aid Common Stock;
(iv) any sale of assets by the Company, in one or a series of related transactions in any twelve-month period, other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by any Person who Beneficially Owned less than sales of inventory in the ordinary course of business, with a fair market value constituting in excess of 20% of the Total Voting Power Company’s consolidated total assets as of the BlackRock Capital Stock or date of the Capital Stock Company’s most recent regularly prepared balance sheet or in excess of such other Person 20% of the Company’s annualized consolidated revenues for the Company’s immediately prior to such transactionpreceding fiscal year;
(iiv) after any filing by the fifth anniversary Company of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the Closing, any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock would be Beneficially Owned by a Restricted Person United States Code or any sale other Federal or state insolvency law, or the Company’s filing an answer consenting to or acquiescing in any such petition, or the making by the Company of any general assignment for the benefit of its creditors of all or substantially all of the assets of BlackRock to any Restricted Person;Company’s assets; and 642417.15-D.C. Server 2A - MSW
(iiivi) any sale, whether by merger, consolidation, exchange of equity interests, sale of equity interests in or assets or similar transaction of any Subsidiary if the annualized revenues of such Subsidiary or assets, together with the annualized revenues of all other Subsidiaries so disposed of within the 12-month period ending on the date of such sales exceeds more than 20% amendment of the annualized revenues of BlackRock for the preceding fiscal year on a consolidated basis;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business which would be reasonably likely in the opinion of counsel to Xxxxxxx Xxxxx require Xxxxxxx Xxxxx to register with the Board of Governors of the Federal Reserve System as a bank holding company or become subject to regulation, supervision or restrictions under the Bank Holding Company Act of 1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan Act;
(v) any amendment, modification, repeal or waiver of Section 3.2 of BlackRock’s By-Laws or of BlackRockCompany’s Certificate of Incorporation or By-Laws laws that would be viewed by a reasonable Person as being adverse to adversely affects the rights of Xxxxxxx Xxxxx or more favorable to the rights of a Significant Stockholder than to the rights of Xxxxxxx Xxxxx;
(vi) any settlement or consent in a regulatory enforcement matter that would be reasonably likely, in the opinion of counsel to Xxxxxxx Xxxxx, to cause Xxxxxxx Xxxxx or any of its Affiliates to suffer (A) any regulatory disqualification, (B) suspension of registration or license or (C) other material adverse regulatory consequence (which approval may not be unreasonably withheld in the case of this clause (C));
(vii) any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any provision of a stockholders agreement between BlackRock and a Significant Stockholder that would be viewed by a reasonable Person as being adverse to Xxxxxxx Xxxxx or materially more favorable to the rights of such Significant Stockholder thereunder than to the rights of Xxxxxxx Xxxxx hereunder; or
(viii) any voluntary bankruptcy or similar filing or declaration by BlackRock. provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately ceaseStockholder.
(d) A quorum for any meeting of the Board shall require the presence of a majority of the total number of Directors then in office.
Appears in 1 contract
Samples: Stockholder Agreement (Jean Coutu Group (PJC) Inc.)
Vote Required for Board Action; Board Quorum. (a) Except as provided in this Section 4.2 and in Section 4.7, any determination or other action of or by the Board (other than action by unanimous written consent in lieu of a meeting) shall require the affirmative vote or consent, at a meeting at which a quorum is present, of a majority of directors Directors present at such meeting.
(b) In addition to the requirements of Section 4.2(a), New BlackRock shall not enter into or effectuate any of the following transactions without the prior approval of either all of the Independent Directors then in office, or at least two-thirds of the these Directors then in office, at a meeting with respect to which such transaction was specifically described in a written notice of meeting called at least two Business Days in advance; provided, however, that if a Director is not present (for the avoidance of doubt, a Director may attend, and be counted as present, at a meeting telephonically) at either of two meetings called and noticed in the foregoing manner to consider such transactiontransactions, such Director shall be deemed, solely for purposes of this Section 4.2(b), not to be a Director then in office if such Director is not present at the third meeting called and noticed in the foregoing manner to consider such transactiontransactions:
(i) appointment of a new Chief Executive Officer of New BlackRock;
(ii) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of New BlackRock Capital Stock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by one or more Persons other than the Persons holding a majority of the Total Voting Power of New BlackRock Capital Stock Issued issued and outstanding prior to the occurrence of such transaction, or any sale of all or substantially all of the assets of New BlackRock to any Person;
(iii) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction transaction, of any Person or business the consolidated net income after taxes of which for its preceding fiscal year equals or exceeds 20% of BlackRock’s 's consolidated net income after taxes for it preceding fiscal year if such acquisition involves the current or potential issuance of New BlackRock Capital Stock constituting more than 10% of the Total Voting Power of New BlackRock Capital Stock issued and outstanding immediately after completion of such acquisition;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction transaction, of any Person or business constituting a line of business that is materially different from the lines of business New BlackRock and its Controlled Affiliates are engaged in immediately prior to such acquisition if such acquisition involves consideration in excess of 10% of the total assets of New BlackRock on a consolidated basis;
(v) except for repurchases pursuant to the terms of this Agreement, any repurchase by New BlackRock or any Subsidiary of New BlackRock of shares of New BlackRock Capital Stock such that after giving effect to such repurchase New BlackRock and its Subsidiaries shall have repurchased more than 10% of the Total Voting Power of New BlackRock Capital Stock within the 12-month period ending on the date of such repurchase;
(vi) any amendment, modification or waiver of New BlackRock’s 's Certificate of IncorporationIncorporation or By-Laws;
(vii) any matter requiring stockholder approval pursuant to the requirements of the New York Stock Exchange listed company Company manual;; or
(viii) any amendment, modification or waiver (as distinct from a consent or approval provided thereinfor herein) of any restriction or prohibition on Xxxxxxx Xxxxx PNC or its Affiliates provided for herein or any amendment, modification or waiver (as distinct from a consent or approval provided for therein) of any restriction or prohibition on a Significant Stockholder or its Affiliates provided for in a stockholders stockholder agreement between New BlackRock and such Significant Stockholder; provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of this Section 4.2(b) shall immediately cease.
(c) In addition to the requirements of Section 4.2(a) and (b), New BlackRock shall not enter into any agreement providing for, for or effectuate any of the following transactions without the prior written approval of Xxxxxxx XxxxxPNC:
(i) until the fifth anniversary of the Closing, (A) any merger, consolidation, exchange of shares, issuance of shares or similar transaction as a result of which a majority of the Total Voting Power of the Capital Stock of New BlackRock or the Person surviving such transaction issued and outstanding immediately after giving effect to such transactions would be Beneficially Owned by one or more Persons other than the Persons holding a majority of the Total Voting Power of the New BlackRock Capital Stock issued and outstanding prior to the occurrence of such transaction or (B), ) in the case of a merger, consolidation, exchange of shares, issuance of shares or similar transaction that is not covered by clause (A) above, more than 20% of the Total Voting Power of the Capital Stock of New BlackRock or the other Person surviving such transaction issued and outstanding immediately after giving effect to such transaction would be Beneficially Owned by any Person who Beneficially Owned less than 20% of the Total Voting Power of the New BlackRock Capital Stock or of the Capital Stock of such other Person immediately prior to such transaction;
(ii) after the fifth anniversary for so long as BlackRock shall be deemed to be a subsidiary of PNC for purposes of the ClosingU.S. Bank Holding Company Act, entering into any merger, consolidation, exchange of shares, issuance of shares business or similar transaction as a result of which a majority of the Total Voting Power of BlackRock Capital Stock would be Beneficially Owned by a Restricted Person or engaging in any sale of all or substantially all of the assets of BlackRock to activity that is prohibited for any Restricted Personsuch Subsidiary;
(iii) any sale, whether by merger, consolidation, exchange of equity interests, sale of equity interests in or assets or similar transaction of any Subsidiary if the annualized revenues of such Subsidiary or assets, together with the annualized revenues of all other Subsidiaries or assets so disposed of within the 12-month period ending on the date of such sales exceeds more than 20% of the annualized revenues of New BlackRock for the preceding fiscal year on a consolidated basis;
(iv) any acquisition, whether by merger, consolidation, exchange of equity interests, purchase of equity interests or assets or similar transaction of any Person or business which would be reasonably likely in the opinion of counsel to Xxxxxxx Xxxxx require Xxxxxxx Xxxxx to register with the Board of Governors of the Federal Reserve System as a bank holding company or become subject to regulation, supervision or restrictions under the Bank Holding Company Act of 1956, the Change of Bank Control Act or Section 10 of the Homeowners Loan Act;
(v) any amendment, modification, repeal or waiver of Section 3.2 of New BlackRock’s 's By-Laws or of New BlackRock’s 's Certificate of Incorporation or By-Laws that would be viewed by a reasonable Person as being adverse to the rights of Xxxxxxx Xxxxx PNC or more favorable to the rights of a Significant Stockholder than to the rights of Xxxxxxx XxxxxPNC;
(viv) any settlement or consent in a regulatory enforcement matter that would be reasonably likely, in the opinion of counsel to Xxxxxxx Xxxxxfor PNC, to cause Xxxxxxx Xxxxx PNC or any of its Affiliates to suffer (A) any regulatory disqualification, (B) suspension of registration or license or (C) other material adverse regulatory consequence (which approval may not be unreasonably withheld in the case of this clause (C));
(viivi) any amendment, modification modification, or waiver (as distinct from a consent or approval provided for therein) of any provision of a stockholders stockholder agreement between New BlackRock and a Significant Stockholder that would be viewed by a reasonable Person as being adverse to Xxxxxxx Xxxxx PNC or materially more favorable to the rights of such Significant Stockholder thereunder than to the rights of Xxxxxxx Xxxxx PNC hereunder; or
(viiivii) any voluntary bankruptcy or similar filing or declaration by New BlackRock. provided, however, that if a Change of Control of Xxxxxxx Xxxxx occurs prior to the fifth anniversary of the Closing, the provisions of Section 4.2(c)(i), (ii) and (iii) shall immediately cease.;
(d) A quorum for any meeting of the Board shall require the presence of a majority of the total number of Directors then in office.
Appears in 1 contract
Samples: Implementation and Stockholder Agreement (Blackrock Inc /Ny)
