Common use of Voting Required for Action Clause in Contracts

Voting Required for Action. (a) Subject to the rights of the Initiating Stockholders in Article IV, until the earliest to occur of (i) the fifth anniversary of the date hereof, (ii) the first Public Offering and (iii) a Sale of the Company, the following actions by the Company or any of its Subsidiaries shall require the approval of (X) the holders of at least a majority of the Common Shares then held by FNF and its Permitted Transferees, and (Y) the holders of at least a majority of the Common Shares then held by THL and its Permitted Transferees: (i) the approval of the annual operating budget and capital expenditure budget of the Company and its Subsidiaries and any interim modification or deviation in excess of 5% in any line item thereof, (ii) any authorization, reservation for issuance or issuance of capital stock of the Company or its Subsidiaries, including any options, warrants or securities convertible into capital stock of the Company or its Subsidiaries, except for the initial options to purchase 10,540,540 shares under the SIP contemplated by Section 2.3 hereof and shares issued in an exchange contemplated under Section 3.3(g), (iii) any amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries in a manner which adversely affect the rights of either of the Sponsors or which adversely affect the indemnification or exculpation of any director of the Company, (iv) the election, removal, delegation or amendment of power or authority, and compensation of the Chief Executive Officer or the Chief Financial Officer of the Company or any of its Subsidiaries, (v) the acquisition, by merger or consolidation, or by purchase of, or investments in, all or substantially all of the assets or stock of, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof, in excess of $10,000,000 per transaction or series of related transactions, (vi) subject to Section 2.2(b), any (A) disposition of any material assets of the Company, (B) sale of all or substantially all of the assets of, or liquidation, dissolution or recapitalization of, the Company or any of its Material Subsidiaries, or (C) change of control of the Company or a Material Subsidiary, whether through merger or sale of stock or otherwise, the result of which is Persons owning voting stock of the Company or such Material Subsidiary, as the case may be, prior to such transaction do not hold more than 50% of the voting stock of the Company or such Material Subsidiary after giving effect to such transaction, (vii) the incurrence of any indebtedness for borrowed money by the Company or any of its Subsidiaries in excess of $10,000,000 in the aggregate or the granting of any lien or encumbrance on the assets or pledge of the capital stock of the Company or its Subsidiaries (other than (A) indebtedness incurred under, and liens imposed in connection with, debt incurred on the date hereof, (B) liens or encumbrances granted in the ordinary course of business consistent with past practice, and (C) liens or encumbrances on assets having a value of not more than $5,000,000), (viii) entering into or effecting any transaction or series of related transactions in connection with or involving the repurchase, redemption or other acquisition of capital stock of the Company (other than any required and up to $1,000,000 in annual optional repurchases of capital stock or options from employees pursuant to certain repurchase rights under the SIP and option agreements thereunder) or any Subsidiary, except as set forth in Section 3.3(b), (ix) declaring or paying any cash or other dividend or making any other distribution on the capital stock of the Company or any of its Subsidiaries other than dividends or other distributions by a direct or indirect wholly-owned Subsidiary of the Company to its equity holder, (x) subject to Section 2.2(b), any Public Offering; (xi) any change in the number of directors of the Board other than changes permitted to ensure the proportional representation based on ownership under Section 2.1(b), (xii) any (A) commencement of a case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to the Company or any of its Subsidiaries, or seeking to adjudicate the Company or any of its Subsidiaries a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to the Company or any of its Subsidiaries or their debts, or (2) seeking appointment of a receiver, trustee, custodian or other similar official for the Company or any of its Subsidiaries or for all or any substantial part of the assets of the Company or any of its Subsidiaries, or (B) making of a general assignment for the benefit of creditors relating to the Company or any of its Subsidiaries; or (xiii) committing to do any of the actions provided in (i) through (xii) above. (b) After the second anniversary of the date hereof, either of the Sponsors may require the Company to complete a Qualified Public Offering pursuant to a demand registration under the Registration Rights Agreement executed concurrently herewith. (c) Notwithstanding anything herein to the contrary, the approval rights specified in Section 2.2(a) shall terminate (i) with respect to FNF and its Permitted Transferees at such time as FNF and its Permitted Transferees own less than 10% of the Common Shares held by FNF as of the date hereof (subject to adjustment for stock splits, combinations and similar events), and (ii) with respect to THL and its Permitted Transferees at such time as THL and its Permitted Transferees own less than 10% of the Common Shares held by THL as of the date hereof (subject to adjustment for stock splits, combinations and similar events). No Transferee shall be entitled to approval rights under this Section 2.2 unless such Transferee is a Permitted Transferee.

Voting Required for Action. (a) Subject At any time prior to the rights of the Initiating Stockholders in Article IV, until the earliest to occur of (i) the fifth anniversary of the date hereof, (ii) the first a Public Offering and (iii) a Sale of the CompanyOffering, the following actions by the Company or any of its Subsidiaries shall require the approval of (X) the holders of at least a majority of the Common Shares then held by FNF THL and its Permitted Transferees, and (Y) the holders of at least a majority of the Common Shares then held by THL TPG and its Permitted Transferees: (i) the approval of any modification or deviation in excess of (A) 20% with respect to the capital expenditure line item of the annual operating budget and capital expenditure budget of the Company and its Subsidiaries from the amounts included in the three (3) year projections attached hereto as Schedule 1 (unless such increase relates to an acquisition permitted or approved under Section 2.2(a)(ii)), and any interim modification or deviation (B) 20% of the aggregate amounts set forth in excess of 5% in any line item thereofthe annual operating budget and capital expenditure budget approved by the Board on an annual basis, (ii) any authorization, reservation for issuance or issuance of capital stock of the Company or its Subsidiaries, including any options, warrants or securities convertible into capital stock of the Company or its Subsidiaries, except for the initial options to purchase 10,540,540 shares under the SIP contemplated by Section 2.3 hereof and shares issued in an exchange contemplated under Section 3.3(g), (iii) any amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries in a manner which adversely affect the rights of either of the Sponsors or which adversely affect the indemnification or exculpation of any director of the Company, (iv) the election, removal, delegation or amendment of power or authority, and compensation of the Chief Executive Officer or the Chief Financial Officer of the Company or any of its Subsidiaries, (v) the acquisition, by merger or consolidation, or by purchase of, or investments in, all or substantially all of the assets or stock of, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof, in excess of $10,000,000 50,000,000 per transaction or series of related transactions, or in excess of $100,000,000 in the aggregate in any fiscal year, (viiii) amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries in a manner which disproportionately and adversely affects the rights of the Sponsors or which adversely affect the indemnification or exculpation of any director of the Company, (iv) subject to the rights of the Sponsors in Section 2.2(b)4.1, any (A) disposition of any material assets of the Company, (B) sale of all or substantially all of the assets of, or liquidation, dissolution or recapitalization of, the Company or any of its Material Subsidiaries, or (CB) change of control of the Company or a Material Subsidiary, whether through merger or sale of stock or otherwise, the result of which is Persons owning voting stock of the Company or such Material Subsidiary, as the case may be, prior to such transaction do not hold more than 50% of the voting stock of the Company or such Material Subsidiary after giving effect to such transaction, (viiv) the incurrence of any indebtedness for borrowed money by the Company or any of its Subsidiaries in excess of $10,000,000 100,000,000 in the aggregate or the granting of any lien or encumbrance on the assets or pledge of the capital stock of the Company or its Subsidiaries (other than (A) indebtedness incurred under, and liens those imposed in connection withwith the Financing), (vi) the authorization or issuance, debt incurred on or committing to authorize or issue, any equity securities of the date hereofCompany or its Subsidiaries senior to the Shares (or any replacement securities) held by the Sponsors as to liquidation preference, redemption rights or dividend rights, (Bvii) liens or encumbrances granted any increase in the ordinary course authorized number of business consistent with past practiceshares of Common Stock or Common Stock Equivalents issued or to be issued to employees, and (C) liens officers or encumbrances on assets having a value directors of, or consultants or advisors to the Company, pursuant to the 2005 Equity Incentive Plan or adoption of not more than $5,000,000)any similar incentive or option plan, (viii) entering into any contract or effecting any transaction or series of related transactions in connection with or involving the repurchase, redemption or other acquisition of capital stock of the Company (other than an Exempted Arrangement) which involves payments by any required party of more than $500,000 annually in the aggregate, between the Company and up to $1,000,000 in annual optional repurchases any of capital stock its Subsidiaries on the one hand and any Stockholder or options from employees pursuant to certain repurchase rights under the SIP and option agreements thereunder) its Affiliates or any Subsidiary, except as set forth in Section 3.3(b)Related Parties on the other, (ix) declaring or paying any cash or other dividend or making any other distribution on the capital stock of the Company or any of its Subsidiaries other than dividends or other distributions by Public Offering that is not a direct or indirect wholly-owned Subsidiary of the Company to its equity holder,Qualified Public Offering, or (x) subject to Section 2.2(b), any Public Offering; (xi) any change in the number of directors of the Board other than changes permitted to ensure the proportional representation based on ownership under Section 2.1(b), (xii) any (A) commencement of a case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to the Company or any of its Subsidiariesit, or seeking to adjudicate the Company or any of its Subsidiaries it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to the Company it or any of its Subsidiaries or their debts, or (2) seeking appointment of a receiver, trustee, custodian or other similar official for the Company or any of its Subsidiaries it or for all or any substantial part of the assets of the Company or any of its Subsidiariesassets, or (B) making of a general assignment for the benefit of creditors relating to the Company or any of its Subsidiaries; or (xiii) committing to do any of the actions provided in (i) through (xii) abovecreditors. (b) After the second anniversary of the date hereof, either of the Sponsors may require the Company to complete a Qualified Public Offering pursuant to a demand registration under the Registration Rights Agreement executed concurrently herewith. (c) Notwithstanding anything herein to the contrary, the approval rights specified in Section 2.2(a) shall terminate (i) with respect to FNF and its Permitted Transferees at such time as FNF and its Permitted Transferees own less than 10% of the Common Shares held by FNF as of the date hereof (subject to adjustment for stock splits, combinations and similar events), and (ii) with respect to THL and its Permitted Transferees at such time as THL and its Permitted Transferees own less than 10% of the Common Shares held by THL as of the date hereof (subject to adjustment for stock splits, combinations and similar events). No Transferee shall be entitled to approval rights under this Section 2.2 unless such Transferee is a Permitted Transferee.

Voting Required for Action. (a) Subject to the rights of the Initiating Stockholders in Article IV, until Until the earliest to occur of (i) the fifth anniversary of the date hereof, (ii) the first Public Offering and (iii) a Sale of the Company, the following actions by the Company or any of its Subsidiaries shall require the approval of (X) the holders of at least a majority of the Common Shares then held by FNF and its Permitted Transferees, and (Y) the holders of at least a majority of the Common Shares then held by THL and its Permitted Transferees:Transferees (together, the "Major Holders"): (i) the approval of the annual operating budget and capital expenditure budget of the Company and its Subsidiaries and any interim modification or deviation in excess of 5% in any line item thereof, (ii) any authorization, reservation for issuance or issuance of capital stock of the Company or its Subsidiaries, including any options, warrants or securities convertible into capital stock of the Company or its Subsidiaries, except for the initial options to purchase 10,540,540 3,600,000 shares under the SIP contemplated by Section 2.3 hereof and shares issued in an exchange contemplated under Section 3.3(g), (iii) any amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries in a manner which adversely affect the rights of either of FNF or the Sponsors or which adversely affect the indemnification or exculpation of any director of the Company, (iv) the election, removal, delegation or amendment of power or authority, and compensation of the Chief Executive Officer, Chief Operating Officer or the Chief Financial Officer of the Company or any of its Subsidiaries, (v) the acquisition, by merger or consolidation, or by purchase of, or investments in, all or substantially all of the assets or stock of, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof, in excess of $10,000,000 per transaction or series of related transactions, (vi) subject to the rights of the Initiating Stockholders in Section 2.2(b)4.1, any (A) disposition of any material assets of the Company, (B) sale of all or substantially all of the assets of, or liquidation, dissolution or recapitalization of, the Company or any of its Material Subsidiaries, or (C) change of control of the Company or a Material Subsidiary, whether through merger or sale of stock or otherwise, the result of which is Persons owning voting stock of the Company or such Material Subsidiary, as the case may be, prior to such transaction do not hold more than 50% of the voting stock of the Company or such Material Subsidiary after giving effect to such transaction, (vii) the incurrence of any indebtedness for borrowed money by the Company or any of its Subsidiaries in excess of $10,000,000 in the aggregate or the granting of any lien or encumbrance on the assets or pledge of the capital stock of the Company or its Subsidiaries (other than (A) indebtedness incurred under, and liens imposed in connection with, debt incurred on the date hereof, (B) liens or encumbrances granted in the ordinary course of business consistent with past practice, and (C) liens or encumbrances on assets having a value of not more than $5,000,000), (viii) entering into or effecting any transaction or series of related transactions in connection with or involving the repurchase, redemption or other acquisition of capital stock of the Company (other than any required and up to $1,000,000 in annual optional repurchases of capital stock or options from employees pursuant to certain repurchase rights under the SIP and option agreements thereunder) or any Subsidiary, except as set forth in Section 3.3(b), (ix) declaring or paying any cash or other dividend or making any other distribution on the capital stock of the Company or any of its Subsidiaries other than dividends or other distributions by a direct or indirect wholly-owned Subsidiary of the Company to its equity holder, (x) subject to Section 2.2(b2.2(c), any Public Offering; (xi) any change in the number of directors of the Board other than changes permitted to ensure the proportional representation based on ownership under Section 2.1(b2.1(c), (xii) any (A) commencement of a case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to the Company or any of its Subsidiaries, or seeking to adjudicate the Company or any of its Subsidiaries a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to the Company or any of its Subsidiaries or their debts, or (2) seeking appointment of a receiver, trustee, custodian or other similar official for the Company or any of its Subsidiaries or for all or any substantial part of the assets of the Company or any of its Subsidiaries, or (B) making of a general assignment for the benefit of creditors relating to the Company or any of its Subsidiaries; or (xiii) committing to do any of the actions provided in (i) through (xii) above. (b) The Company agrees to provide each of the Sponsors and FNF written notice of any proposed action that is approved or denied by the Major Holders pursuant to Section 2.2(a) within 10 business days following such approval or denial, as the case may be, which notice shall include a brief summary of the action taken by the Major Holders. (c) After the second anniversary of the date hereof, either the holders of a majority of the Sponsors outstanding Shares held by all Stockholders may require the Company to complete a Qualified Public Offering pursuant to a demand registration under the Registration Rights Agreement executed concurrently herewith. (cd) Notwithstanding anything herein to the contrary, the approval rights specified in Section 2.2(a) shall terminate (i) with respect to FNF and its Permitted Transferees at such time as FNF and its Permitted Transferees own less than 1020% of the outstanding Common Shares held by FNF as Stock of the date hereof (subject to adjustment for stock splits, combinations and similar events)Company, and (ii) with respect to THL and its Permitted Transferees at such time as THL and its Permitted Transferees own less than 1020% of the outstanding Common Shares held by THL as Stock of the date hereof (subject to adjustment for stock splits, combinations and similar events)Company. No Transferee shall be entitled to approval rights under this Section 2.2 unless such Transferee is a Permitted Transferee. (e) Notwithstanding anything herein to the contrary, the approval rights contained in Section 2.2(a) hereof shall not apply to the closing of the transactions contemplated by the Merger Agreement (as defined below).

Voting Required for Action. (a) Subject At any time prior to the rights of the Initiating Stockholders in Article IV, until the earliest to occur of (i) the fifth anniversary of the date hereof, (ii) the first a Public Offering and (iii) a Sale of the CompanyOffering, the following actions by the Company or any of its Subsidiaries shall require the approval of (X) the holders of at least a majority of the Common Shares then held by FNF THL and its Permitted Transferees, and (Y) the holders of at least a majority of the Common Shares then held by THL TPG and its Permitted Transferees:Transferees (together, the "Major Sponsors"): (i) the approval of any modification or deviation in excess of (A) 20% with respect to the capital expenditure line item of the annual operating budget and capital expenditure budget of the Company and its Subsidiaries from the amounts included in the three (3) year projections attached hereto as Schedule 1 (unless such increase relates to an acquisition permitted or approved under Section 2.2(a)(ii)), and any interim modification or deviation (B) 20% of the aggregate amounts set forth in excess of 5% in any line item thereofthe annual operating budget and capital expenditure budget approved by the Board on an annual basis, (ii) any authorization, reservation for issuance or issuance of capital stock of the Company or its Subsidiaries, including any options, warrants or securities convertible into capital stock of the Company or its Subsidiaries, except for the initial options to purchase 10,540,540 shares under the SIP contemplated by Section 2.3 hereof and shares issued in an exchange contemplated under Section 3.3(g), (iii) any amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries in a manner which adversely affect the rights of either of the Sponsors or which adversely affect the indemnification or exculpation of any director of the Company, (iv) the election, removal, delegation or amendment of power or authority, and compensation of the Chief Executive Officer or the Chief Financial Officer of the Company or any of its Subsidiaries, (v) the acquisition, by merger or consolidation, or by purchase of, or investments in, all or substantially all of the assets or stock of, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof, in excess of $10,000,000 50,000,000 per transaction or series of related transactions, or in excess of $100,000,000 in the aggregate in any fiscal year, (viiii) amendments to the certificate of incorporation or bylaws of the Company or any of its Subsidiaries in a manner which disproportionately and adversely affects the rights of the Sponsors or which adversely affect the indemnification or exculpation of any director of the Company, (iv) subject to Section 2.2(b)the rights of the Sponsors in Sections 4.1 and 5.1, any (A) disposition of any material assets of the Company, (B) sale of all or substantially all of the assets of, or liquidation, dissolution or recapitalization of, the Company or any of its Material Subsidiaries, or (CB) change of control of the Company or a Material Subsidiary, whether through merger or sale of stock or otherwise, the result of which is Persons owning voting stock of the Company or such Material Subsidiary, as the case may be, prior to such transaction do not hold more than 50% of the voting stock of the Company or such Material Subsidiary after giving effect to such transaction, (viiv) the incurrence of any indebtedness for borrowed money by the Company or any of its Subsidiaries in excess of $10,000,000 100,000,000 in the aggregate or the granting of any lien or encumbrance on the assets or pledge of the capital stock of the Company or its Subsidiaries (other than (A) indebtedness incurred under, and liens imposed in connection withwith the Financing), (vi) the authorization or issuance, debt incurred on or committing to authorize or issue, any equity securities of the date hereofCompany or its Subsidiaries senior to the Shares (or any replacement securities) held by the Sponsors as to liquidation preference, redemption rights or dividend rights, (Bvii) liens or encumbrances granted any increase in the ordinary course authorized number of business consistent with past practiceshares of Common Stock or Common Stock Equivalents issued or to be issued to employees, and (C) liens officers or encumbrances on assets having a value directors of, or consultants or advisors to the Company, pursuant to the SIP or adoption of not more than $5,000,000)any similar incentive or option plan, or any option grant under the SIP in excess of 16,378,379 shares or the making of any restricted stock awards under the SIP in excess of the initial 2,500,000 aggregate share award contemplated by Section 2.7 hereof, (viii) entering into any contract or effecting any transaction or series of related transactions in connection with or involving the repurchase, redemption or other acquisition of capital stock of the Company (other than an Exempted Arrangement) which involves payments by any required party of more than $500,000 annually in the aggregate, between the Company and up to $1,000,000 in annual optional repurchases any of capital stock its Subsidiaries on the one hand and any Stockholder or options from employees pursuant to certain repurchase rights under the SIP and option agreements thereunder) its Affiliates or any Subsidiary, except as set forth in Section 3.3(b)Related Parties on the other, (ix) declaring or paying any cash or other dividend or making any other distribution on in the capital stock event an employee of the Company is terminated without Cause (as defined in the SIP), exercising any call right under the SIP to repurchase Common Stock or any Common Stock Equivalents from such employee if the aggregate purchase price paid to employees for the repurchase of its Subsidiaries other than dividends or other distributions by a direct or indirect wholly-owned Subsidiary of shares pursuant to the Company to its equity holderSIP within the prior 12 months (including the current repurchase ) exceeds $15,000,000, (x) subject to Section 2.2(b), any Public Offering that is not a Qualified Public Offering;, or (xi) any change in the number of directors of the Board other than changes permitted to ensure the proportional representation based on ownership under Section 2.1(b), (xii) any (A) commencement of a case, proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to the Company or any of its Subsidiariesit, or seeking to adjudicate the Company or any of its Subsidiaries it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to the Company it or any of its Subsidiaries or their debts, or (2) seeking appointment of a receiver, trustee, custodian or other similar official for the Company or any of its Subsidiaries it or for all or any substantial part of the assets of the Company or any of its Subsidiariesassets, or (B) making of a general assignment for the benefit of creditors relating its creditors. (xii) the amendment or modification, in a manner adverse to the Company or any Sponsors, of its Subsidiaries; or (xiii) committing the commission percentage payable to do any of the actions provided in (i) through (xii) above.Company's Subsidiaries pursuant to the Issuing Agency Agreements by and among the Company's Subsidiaries and each of Chicago Title Insurance Company and LSI Title Agency, Inc. (b) After the second anniversary of the date hereof, either The Company agrees to provide each of the Sponsors may require written notice of any proposed action that is approved or denied by the Company to complete a Qualified Public Offering Major Sponsors pursuant to a demand registration under the Registration Rights Agreement executed concurrently herewith. (c) Notwithstanding anything herein to the contrary, the approval rights specified in Section 2.2(a) within 10 business days following such approval or denial, as the case may be, which notice shall terminate (i) with respect to FNF and its Permitted Transferees at such time as FNF and its Permitted Transferees own less than 10% include a brief summary of the Common Shares held action taken by FNF as of the date hereof (subject to adjustment for stock splits, combinations and similar events), and (ii) with respect to THL and its Permitted Transferees at such time as THL and its Permitted Transferees own less than 10% of the Common Shares held by THL as of the date hereof (subject to adjustment for stock splits, combinations and similar events). No Transferee shall be entitled to approval rights under this Section 2.2 unless such Transferee is a Permitted TransfereeMajor Sponsors.