Common use of Approval Rights Clause in Contracts

Approval Rights. (a) The Company hereby agrees not to enter into or adopt any Material Event (as defined below) without the prior written approval of the majority of the Representatives of the CSFB Plan Partner set forth on Exhibit B hereto, which approval with respect to clauses (i) and (ii) of the definition of "Material Event" will not be unreasonably withheld. For the purpose of this Section 4.09, "Material Event" means (i) any agreement to acquire a business with a total enterprise value of $250.0 million or more individually or any agreement to acquire a business if there have been one or more agreements during the immediately preceding twelve (12) month period for acquisitions(s) with a total enterprise value of $500.0 million or more (it being hereby agreed by the parties that the acquisition of Global Metal Technologies, Inc. shall be counted toward such $500.0 million threshold and that the acquisition of ▇▇▇▇▇▇▇ Industries, Inc. shall not be counted toward such threshold); (ii) the selection of a chief executive officer of the Company; (iii) any restructuring of debt or other similar transaction pursuant to which debt holders of the Company would hold twenty-five percent (25%) or more of the outstanding Capital Stock of the Company; and (iv) any liquidation, dissolution, winding-up of the affairs of the Company, whether voluntary or involuntary, or the filing of a voluntary petition in bankruptcy or the filing of a plan of reorganization. The Company hereby agrees to promptly give notice to the CSFB Plan Partner if the Company is contemplating any Material Event. The CSFB Plan Partner hereby agrees to notify the Company within ten (10) business days of the receipt of such notice as to whether it approves of the Material Event. Failure of the CSFB Plan Partner to notify the Company in writing within such ten (10) business day period of its approval or disapproval of the Material Event shall be deemed an approval by the CSFB Plan Partner of such Material Event.

Approval Rights. Except as provided in this Section 3.2 or as required by Law, all decisions of the Company Board will be made by a majority vote of the directors present at a meeting of the Company Board at which a Quorum is present. (a) Prior to the third anniversary of the Closing Date, the Company shall only consummate an IPO or Qualified IPO (including taking all customary actions with respect to an IPO or Qualified IPO, as the case may be) upon the affirmative vote of all of the directors serving on the Company Board other than the director-designee of CIVC and from and after the fifth anniversary of the Closing Date, the affirmative vote of a majority of the director-designees of two of the three Principal Investors; in each case involving such terms (including the number of shares to be offered by the Company for its own account) as they determine in good faith, and if they so direct, the Company will use all or a portion of the net proceeds thereof to redeem Preferred Shares. (b) Prior to the earlier of the Qualified IPO and the fifth anniversary of the Closing Date, the Company shall consummate a Company Sale (including taking all customary actions with respect to a Company Sale) upon the affirmative vote of a majority of the director-designees of each of the Principal Investors and from and after the fifth anniversary of the Closing Date, the affirmative vote of a majority of the director-designees of two of the three Principal Investors. In the case of a Public Offering, the Company shall use reasonable efforts to ensure that no Person (other than an underwriter) purchases in such Public Offering a number of Equity Securities representing more than 15% of the outstanding Equity Securities (after giving effect to such Public Offering). (c) A Related Party Transaction shall require the affirmative vote of a majority of all of the director-designees of the Investors who do not have, and who were not designated by an Investor that (or whose Affiliate), directly or indirectly, has an interest in such transaction. Any Related Party Transaction must be on an arm’s-length basis. (d) Subject to Section 3.2(h), the CEO and management of the Company shall be authorized to cause the Company and/or its subsidiaries to engage in business only in accordance with the applicable business plan adopted by the Company pursuant to this Section 3.2(d). The Company’s initial business plan and that of each of its subsidiaries shall be the business plan in the form attached hereto as Annex B. For each calendar year including the calendar year in which the Closing occurs, the business plan for the Company and its subsidiaries for the following year shall be presented to the Company Board by the CEO no later than December 1 of the then current year, and the adoption of the business plan by the Company shall require the affirmative vote of a majority of the director-designees of each of the Principal Investors. If a majority of the director-designees of each of the Principal Investors do not agree upon adoption of a business plan for any given year, the Investors shall use their reasonable best efforts to cause their respective director-designees to continue to consult with each other with the purpose of reaching agreement regarding adoption of a business plan; provided that, until a business plan is so approved, (A) the CEO and management of the Company shall be authorized to cause the Company and/or its subsidiaries to continue to write lines of business contemplated by all prior business plans, including the initial business plan, and any lines written in the current year and in years prior to when the impasse arises which in each case were part of an approved business plan or were approved by a majority of the director-designees of each of the Principal Investors, and (B) the CEO and management of the Company shall be authorized to cause the Company and/or its subsidiaries to write other lines of business if (i) the Gross Par written on such other lines in such year for which no new business plan has been approved does not constitute in excess of 20% of total Gross Par written in such year and (ii) with respect to such other lines (and as would be the case with any line of business written), the appropriate underwriting criteria, surveillance procedures and related personnel are in place and the appropriate analyses and risk management processes have been completed in each case prior to the writing of any such other lines (the “Gross Par Exception”). For the avoidance of doubt, any such lines of business written pursuant to the Gross Par Exception will not be deemed to be lines of business written in the current year or prior years that can be written without limitation in subsequent years pursuant to clause (A) of the immediately preceding sentence. (e) Subject to Section 3.2(h), removal of the CEO shall require the affirmative vote of a majority of the director-designees of each of the Principal Investors; provided, however, that from and after the time that the CEO fails to meet the performance measurements separately agreed to by the Principal Investors, removal of the CEO shall require the affirmative vote of a majority of the director-designees of two of the three Principal Investors. The Company hereby agrees to cause the CEO to abstain from voting on such matter and CIVC agrees to cause its director-designee to abstain from voting on such matter and, without limiting the generality of Section 3.8, agrees to take all necessary and appropriate action to cause such event to occur including removing its director-designee and designating a new director-designee. (f) Subject to Section 3.2(h), any redemption or repurchase of any Equity Securities (other than Preferred Shares and Class B Common Stock) that is not offered on a pro-rata basis to enter into each Investor, other than in connection with the termination of employees pursuant to any incentive plans or adopt arrangements approved by the Company Board, shall require the affirmative vote of a majority of the director-designees of each of the Investors. (g) Subject to Section 3.2(h) and for so long as PMI remains a Principal Investor, the Company’s independent auditors shall be selected by an affirmative vote of a majority of PMI’s director-designees. (h) Sections 3.2(d)-(g) will terminate and be of no further force and effect upon consummation of the Qualified IPO. (i) If any Material Event Preferred Shares remain outstanding after the Qualified IPO, upon the affirmative vote of a majority of the director-designees of each of two of the three Principal Investors, the Company shall redeem such shares, and to that end, such directors may authorize and cause the Company to issue and sell additional shares of Common Stock in an underwritten Public Offering (as defined belowsubject to Article IV), so that the Company has the funds to pay for such redemption. (j) Neither the Company nor the Company Board shall approve or institute a “poison pill” or similar stockholders rights agreement without the prior affirmative vote of a majority of the director-designees of each of the Principal Investors. (k) Approval of the compensation of the Chairman (other than ordinary director’s fees) shall require the affirmative vote of a majority of the director-designees of each of the Principal Investors. (l) Amendments to the certificate of incorporation and bylaws of the Company, or any agreement, including this Agreement, that treat Investors holding the same class or series of Equity Securities differently or diminish the rights of any Investor in relation to the other Investors holding the same class or series of Equity Securities shall require the separate written approval of the majority Investors to be treated differently or whose rights are diminished by such amendments. (m) Each of the Representatives Investors shall cause its director-designees to approve any Transfer permitted pursuant to this Agreement for purposes of Section 203 of the CSFB Plan Partner set forth on Exhibit B hereto, which approval with respect to clauses Delaware General Corporation Law. (in) and (ii) Each of the definition of "Material Event" will not be unreasonably withheld. For the purpose of this Section 4.09, "Material Event" means (i) any agreement to acquire a business with a total enterprise value of $250.0 million or more individually or any agreement to acquire a business if there have been one or more agreements during the immediately preceding twelve (12) month period for acquisitions(s) with a total enterprise value of $500.0 million or more (it being hereby agreed by the parties that the acquisition of Global Metal Technologies, Inc. shall be counted toward such $500.0 million threshold Investors and that the acquisition of ▇▇▇▇▇▇▇ Industries, Inc. shall not be counted toward such threshold); (ii) the selection of a chief executive officer of the Company; (iii) any restructuring of debt or other similar transaction pursuant to which debt holders of the Company would hold twenty-five percent (25%) or more hereby approves the form of the outstanding Capital Stock of the Company; and (iv) any liquidation, dissolution, winding-up of the affairs of the Company, whether voluntary or involuntary, or the filing of a voluntary petition in bankruptcy or the filing of a plan of reorganization. The Company hereby agrees to promptly give notice to the CSFB Plan Partner if the Company is contemplating any Material Event. The CSFB Plan Partner hereby agrees to notify the Company within ten (10) business days of the receipt of such notice Monitoring Fee Agreement attached hereto as to whether it approves of the Material Event. Failure of the CSFB Plan Partner to notify the Company in writing within such ten (10) business day period of its approval or disapproval of the Material Event shall be deemed an approval by the CSFB Plan Partner of such Material Event.Annex C.

Approval Rights. (a) The Company hereby agrees not to enter into or adopt any Material Event (as defined below) without the prior written approval of the majority of the Representatives of the CSFB Plan Partner set forth on Exhibit B hereto, which approval with respect to clauses (i) and (ii) of the definition of "Material Event" will not be unreasonably withheld. For the purpose of this Section 4.09, "Material Event" means (i) any agreement to acquire a business with a total enterprise value of $250.0 million or more individually or any agreement to acquire a business if there have been one or more agreements during the immediately preceding twelve (12) month period for acquisitions(s) with a total enterprise value of $500.0 million or more (it being hereby agreed by the parties that the acquisition of Global Metal Technologies, Inc. shall be counted toward such $500.0 million threshold and that the acquisition of ▇▇▇▇▇▇▇ Simpson Industries, Inc. shall not be counted toward such threshold); (ii▇▇) the ▇he selection of a chief executive officer of the Company; (iii) any restructuring of debt or other similar transaction pursuant to which debt holders of the Company would hold twenty-five percent (25%) or more of the outstanding Capital Stock of the Company; and (iv) any liquidation, dissolution, winding-up of the affairs of the Company, whether voluntary or involuntary, or the filing of a voluntary petition in bankruptcy or the filing of a plan of reorganization. The Company hereby agrees to promptly give notice to the CSFB Plan Partner if the Company is contemplating any Material Event. The CSFB Plan Partner hereby agrees to notify the Company within ten (10) business days of the receipt of such notice as to whether it approves of the Material Event. Failure of the CSFB Plan Partner to notify the Company in writing within such ten (10) business day period of its approval or disapproval of the Material Event shall be deemed an approval by the CSFB Plan Partner of such Material Event.

Approval Rights. (a) The Company hereby agrees not Notwithstanding any other provision of this Agreement to enter into or adopt any Material Event the contrary, until the New Afton Mine ceases commercial production, the following matters (as defined beloweach such matter, an “Approval Matter”) without shall require the prior written approval of the majority of the Representatives of the CSFB Plan Partner set forth on Exhibit B hereto, which approval with respect to clauses Holder: (i) the granting of any royalty, product streaming agreement or other third-party burden on account of the production or sale of Minerals other than existing royalties and royalties imposed by law, and other than payments of any nature made to any Indigenous Group; (ii) any borrowings in respect of the definition New Afton Mine that would result in the incurrence of "Material Event" will not be unreasonably withheld. For the purpose of this Section 4.09, "Material Event" means (i) any agreement to acquire a business with a total enterprise value of $250.0 million or more individually or any agreement to acquire a business if there have been one or more agreements during the immediately preceding twelve (12) month period new “Interest Costs” for acquisitions(s) with a total enterprise value of $500.0 million or more (it being hereby agreed by the parties that the acquisition of Global Metal Technologies, Inc. shall be counted toward such $500.0 million threshold and that the acquisition of ▇▇▇▇▇▇▇ Industries, Inc. shall not be counted toward such threshold); (ii) the selection of a chief executive officer purposes of the Companycalculation of Free Cash Flow pursuant to Schedule “B” hereof; and (iii) any restructuring Additional Capital Project. (b) With respect to any Approval Matter, the Owner shall present a detailed description and supporting material (the “Approval Matter Supporting Material”) of debt or other similar transaction pursuant to which debt holders of the Company would hold twenty-five percent (25%) or more of the outstanding Capital Stock of the Company; and (iv) any liquidation, dissolution, winding-up of the affairs of the Company, whether voluntary or involuntary, or the filing of a voluntary petition in bankruptcy or the filing of a plan of reorganization. The Company hereby agrees to promptly give notice such Approval Matter to the CSFB Plan Partner if Holder, which, in the Company is contemplating any case of an Additional Capital Project, shall include a detailed description and financial model. Thereafter, the Holder shall consider the Approval Matter Supporting Material Event. The CSFB Plan Partner hereby agrees and shall provide a decision in writing with respect to notify the Company Approval Matter within ten (10) business 45 days of receiving such material in respect of any such Approval Matter. If the receipt of such notice as to whether it approves of the Material Event. Failure of the CSFB Plan Partner to notify the Company Holder does not provide a decision in writing with respect to the Approval Matter within such ten (10) business day period of its approval or disapproval of the Material Event timeframe provided in this Section 6(b), the Approval Matter shall be deemed to be approved. (c) If the Holder approves of an approval by Additional Capital Project in writing, or is deemed to have approved of an Additional Capital Project, such Additional Capital Project shall thereafter be deemed to be an “Agreed Capital Project” with its revenue and costs included in the CSFB Plan Partner FCF Payment calculation for the applicable period(s) in accordance with Schedule “B”. In the event that the Holder does not approve an Additional Capital Project in accordance with Section 6(b), the Owner shall be free to implement such Additional Capital Project which is not an Agreed Capital Project (each, an “Unapproved Additional Capital Project”) in its discretion, and the revenue and costs of any such Material EventUnapproved Additional Capital Project will not be included in the FCF Payment calculation for the applicable period(s) in accordance with Schedule “B”.

Approval Rights. (a) The Company hereby agrees not to enter into or adopt any Material Event (as defined below) without the prior written approval of the majority of the Representatives of the CSFB Plan Partner set forth on Exhibit B hereto, which approval with respect to clauses (i) and (ii) of the definition of "Material Event" will not be unreasonably withheld. For the purpose of this Section 4.09, "Material Event" means (i) any agreement to acquire a business with a total enterprise value of $250.0 million or more individually or any agreement to acquire a business if there have been one or more agreements during the immediately preceding twelve (12) month period for acquisitions(s) with a total enterprise value of $500.0 million or more (it being hereby agreed by the parties that the acquisition of Global Metal Technologies, Inc. shall be counted toward such $500.0 million threshold and that the acquisition of ▇S▇▇▇▇▇▇ Industries, Inc. shall not be counted toward such threshold); (ii) the selection of a chief executive officer of the Company; (iii) any restructuring of debt or other similar transaction pursuant to which debt holders of the Company would hold twenty-five percent (25%) or more of the outstanding Capital Stock of the Company; and (iv) any liquidation, dissolution, winding-up of the affairs of the Company, whether voluntary or involuntary, or the filing of a voluntary petition in bankruptcy or the filing of a plan of reorganization. The Company hereby agrees to promptly give notice to the CSFB Plan Partner if the Company is contemplating any Material Event. The CSFB Plan Partner hereby agrees to notify the Company within ten (10) business days of the receipt of such notice as to whether it approves of the Material Event. Failure of the CSFB Plan Partner to notify the Company in writing within such ten (10) business day period of its approval or disapproval of the Material Event shall be deemed an approval by the CSFB Plan Partner of such Material Event.

Approval Rights. (a) The Company hereby agrees not to enter into or adopt any Material Event (as defined below) without the prior written approval of the majority of the Representatives of the CSFB Plan Partner set forth on Exhibit B hereto, which approval with respect to clauses (i) and (ii) of the definition of "Material Event" will not be unreasonably withheld. For the purpose of this Section 4.09, "Material Event" means (i) any agreement to acquire a business with a total enterprise value of $250.0 million or more individually or any agreement to acquire a business if there have been one or more agreements during the immediately preceding twelve (12) month period for acquisitions(s) with a total enterprise value of $500.0 million or more (it being hereby agreed by the parties that the acquisition of Global Metal Technologies, Inc. shall be counted toward such $500.0 million threshold and that the acquisition of Simp▇▇▇ ▇▇▇▇▇▇▇ Industriesustries, Inc. shall not be counted toward such threshold); (ii) the selection of a chief executive officer of the Company; (iii) any restructuring of debt or other similar transaction pursuant to which debt holders of the Company would hold twenty-five percent (25%) or more of the outstanding Capital Stock of the Company; and (iv) any liquidation, dissolution, winding-up of the affairs of the Company, whether voluntary or involuntary, or the filing of a voluntary petition in bankruptcy or the filing of a plan of reorganization. The Company hereby agrees to promptly give notice to the CSFB Plan Partner if the Company is contemplating any Material Event. The CSFB Plan Partner hereby agrees to notify the Company within ten (10) business days of the receipt of such notice as to whether it approves of the Material Event. Failure of the CSFB Plan Partner to notify the Company in writing within such ten (10) business day period of its approval or disapproval of the Material Event shall be deemed an approval by the CSFB Plan Partner of such Material Event.