Common use of Voting Provisions Clause in Contracts

Voting Provisions. Except for any Extraordinary Transaction approved by a Vote of the Independent Directors pursuant to Section 3.05 hereof, the Company shall not take, or cause or permit any Subsidiary to take, any of the following actions without approval by the Board of Directors by a Supermajority Vote: (a) the creation of any new Subsidiary which is in any way advantageous or preferential to any member of an Investor Group; (b) the entering into by the Company or any of its Subsidiaries of any joint ventures, partnerships or profit sharing agreements; (c) the guarantee by the Company or any Subsidiary of the debts or obligations of any entity other than a wholly-owned Subsidiary; (d) the entering into by the Company or any Subsidiary of any new supplier or distribution agreements; (e) any media expenditures or sponsorships by the Company or any Subsidiary inconsistent with past practice; (f) any material change to, or deviations from, the Budget; (g) the hiring and termination of any of the Senior Executives; (h) the loaning or advancing of money by, or bank overdrafts on any account of, the Company or any Subsidiary in excess of $750,000 outstanding at any time; (i) the use of cash or other assets of the Company or any Subsidiary, or the incurring of any liability by the Company or any Subsidiary, in connection with the opening of any retail stores, outlets or other retail distribution outlets; provided, however, that nothing in this subsection shall prevent the Company or any Subsidiary from entering into franchise agreements allowing franchisees to open retail stores or outlets using trademarks owned by or licensed to the Company or any Subsidiary (to the extent that such franchise agreements do not result in any significant cost to, or the incurrence of liability by, the Company or any Subsidiary); (j) the incurring by the Company or the Partnership of any costs or liabilities, including without limitation liabilities pursuant to any pledge, granting of a security interest, or guaranty, not directly related to the apparel business of the Company or the Partnership; (k) any prepayment of the Subordinated Secured Promissory Note; or (l) the making of any quarterly installment of principal and interest on the Subordinated Secured Promissory Note in the Quarterly Payment Amounts on the corresponding Quarterly Payment Dates set forth in the Subordinated Secured Promissory Note unless the Partnership has an average of at least Two Million Five Hundred Thousand Dollars ($2,500,000) of availability under its line of credit from Congress Financial Corporation (including its successors and assigns) during the forty-five (45) day period immediately prior to such Quarterly Payment Date.

Voting Provisions. Except for (a) The Shareholders agree that, during the term of this Agreement, the Shareholders shall act unanimously in voting their Shares and any Extraordinary Transaction approved by a Vote other securities of the Independent Directors pursuant to Section 3.05 hereof, Company that they may hereafter acquire (“Subsequent Shares”) on the following Company matters presented by the Company shall not taketo its shareholders for a vote thereon: (i) Any amendment, alteration, or cause or permit repeal of any Subsidiary to take, any provision of the following actions without approval by Company’s certificate of incorporation or bylaws; (ii) The election of any and all directors to the Company’s Board of Directors by a Supermajority Vote:and the removal of any director therefrom, whether with or without cause; (aiii) the creation The approval of any new Subsidiary merger, consolidation, or the sale of all or substantially all of the Company’s assets; (iv) The decision to dissolve the Company or to wind up its affairs; DOCPROPERTY "Doc_ID" \* MERGEFORMAT 32483393.4 (v) Any act or transaction by the Company or its directors requiring shareholder ratification pursuant to the applicable provisions of the Delaware General Corporation Law; (vi) Any increase or decrease in the number of authorized shares of the Company; (vii) Approval of any significant financial transactions not in the ordinary course of business, including the issuance of securities in private placements; (viii) The adoption, amendment, or termination of any stock option plans or other equity incentive plans; (ix) Any significant change in the Company’s purpose or line of business as stated in its Certificate of Incorporation which is in requires the affirmative vote of the majority of the Shareholders; and (x) any way advantageous or preferential other matters presented by the Company to any member its shareholders for a vote of an Investor Group;the shareholders. (b) In the entering into by event that the Company or any of its Subsidiaries of any joint venturesShareholders are unable to reach a unanimous decision on a matter requiring a vote in accordance with Section ‎1(a) above, partnerships or profit sharing agreements; (c) Simplot shall possess the guarantee by the Company or any Subsidiary of the debts or obligations of any entity other than a wholly-owned Subsidiary; (d) the entering into by the Company or any Subsidiary of any new supplier or distribution agreements; (e) any media expenditures or sponsorships by the Company or any Subsidiary inconsistent with past practice; (f) any material change to, or deviations from, the Budget; (g) the hiring sole and termination of any of the Senior Executives; (h) the loaning or advancing of money by, or bank overdrafts on any account of, the Company or any Subsidiary in excess of $750,000 outstanding at any time; (i) the use of cash or other assets of the Company or any Subsidiary, or the incurring of any liability by the Company or any Subsidiary, in connection with the opening of any retail stores, outlets or other retail distribution outlets; provided, however, that nothing in this subsection shall prevent the Company or any Subsidiary from entering into franchise agreements allowing franchisees absolute tiebreaking authority to open retail stores or outlets using trademarks owned by or licensed to the Company or any Subsidiary (to the extent that decide such franchise agreements do not result in any significant cost to, or the incurrence of liability by, the Company or any Subsidiary); (j) the incurring by the Company or the Partnership of any costs or liabilities, including without limitation liabilities pursuant to any pledge, granting of a security interest, or guaranty, not directly related to the apparel business of the Company or the Partnership; (k) any prepayment of the Subordinated Secured Promissory Note; or (l) the making of any quarterly installment of principal and interest on the Subordinated Secured Promissory Note in the Quarterly Payment Amounts on the corresponding Quarterly Payment Dates set forth in the Subordinated Secured Promissory Note unless the Partnership has an average of at least Two Million Five Hundred Thousand Dollars ($2,500,000) of availability under its line of credit from Congress Financial Corporation (including its successors and assigns) during the forty-five (45) day period immediately prior to such Quarterly Payment Datematter.

Voting Provisions. Except for any Extraordinary Transaction approved by a Vote of the Independent Directors pursuant to Section 3.05 hereof, the Company shall not take, or cause or permit any Subsidiary to take, any of the following actions without approval by the Board of Directors by a Supermajority Vote: (a) the creation of any new Subsidiary which is in any way advantageous or preferential to any member of an Investor Group; (b) the entering into by the Company or any of its Subsidiaries of any joint ventures, partnerships or profit sharing agreements; (c) the guarantee by the Company or any Subsidiary of the debts or obligations of any entity other than a wholly-–owned Subsidiary; (d) the entering into by the Company or any Subsidiary of any new supplier or distribution agreements; (e) any media expenditures or sponsorships by the Company or any Subsidiary inconsistent with past practice; (f) any material change to, or deviations from, the Budget; (g) the hiring and termination of any of the Senior Executives; (h) the loaning or advancing of money by, or bank overdrafts on any account of, the Company or any Subsidiary in excess of $750,000 outstanding at any time; (i) the use of cash or other assets of the Company or any Subsidiary, or the incurring of any liability by the Company or any Subsidiary, in connection with the opening of any retail stores, outlets or other retail distribution outlets; provided, however, that nothing in this subsection shall prevent the Company or any Subsidiary from entering into franchise agreements allowing franchisees to open retail stores or outlets using trademarks owned by or licensed to the Company or any Subsidiary (to the extent that such franchise agreements do not result in any significant cost to, or the incurrence of liability by, the Company or any Subsidiary); (j) the incurring by the Company or the Partnership of any costs or liabilities, including without limitation liabilities pursuant to any pledge, granting of a security interest, or guaranty, not directly related to the apparel business of the Company or the Partnership; (k) any prepayment of the Subordinated Secured Promissory Note; or (l) the making of any quarterly installment of principal and interest on the Subordinated Secured Promissory Note in the Quarterly Payment Amounts on the corresponding Quarterly Payment Dates set forth in the Subordinated Secured Promissory Note unless the Partnership has an average of at least Two Million Five Hundred Thousand Dollars ($2,500,000) of availability under its line of credit from Congress Financial Corporation (including its successors and assigns) during the forty-five (45) day period immediately prior to such Quarterly Payment Date.