Consent Rights Clause Samples
The Consent Rights clause establishes the requirement that certain actions or decisions cannot be taken without the prior approval of specified parties, such as shareholders, board members, or contractual partners. In practice, this clause may apply to significant business decisions like mergers, acquisitions, amendments to key agreements, or incurring substantial debt, ensuring that affected parties have a say before such actions proceed. Its core function is to protect the interests of those parties by giving them a formal mechanism to prevent actions that could negatively impact their rights or investments.
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Consent Rights. (a) For so long as the Berkshire Investor and its Affiliates collectively beneficially own at least 5% of the outstanding shares of Common Stock, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the Berkshire Investor:
(i) any redemption, acquisition or other purchase of any shares of Equity Securities (a “Repurchase”) from the KKR Investor or any of its Affiliates other than on a pro rata basis; and
(ii) any other transaction with or involving the KKR Investor or any of its Affiliates, other than (A) a Transfer to a Permitted Transferee, (B) transactions pursuant to any agreement in effect on the Closing Date, including, without limitation, the Registration Rights Agreement and the Indemnification Agreement, and any amendment, termination or material waiver under such agreements, (C) customary indemnification agreements with Directors, (D) transactions with Capstone Consulting LLC and its Subsidiaries for services rendered to the Company or its Subsidiaries (other than issuances of Equity Securities or capital stock or other securities of any direct or indirect Subsidiary of the Company to Capstone Consulting LLC or its Subsidiaries not made in compliance with the terms of this Agreement), (E) transactions with KKR Capital Markets LLC for services rendered to the Company or its Subsidiaries (other than issuances of Equity Securities or capital stock or other securities of any direct or indirect Subsidiary of the Company to KKR Capital Markets LLC not made in compliance with the terms of this Agreement), and (F) any transaction or series of related transactions in the ordinary course of business and on arms-length third-party terms and not involving amounts in excess of $5 million per annum.
(b) For so long as the KKR Investor and its Affiliates collectively beneficially own at least 25% of the outstanding shares of Common Stock, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the KKR Investor:
(i) entering into or effecting a Change in Control;
(ii) entering into any agreement providing for the acquisition or divestiture of assets or equity security of any Person, in each case pro...
Consent Rights. From the Effective Time (as such term is defined in the Purchase Agreement) until the Closing (the “Consent Period”), without the prior consent of a majority of the Independent Directors, the Controlling Partnership shall not, and shall not permit the Purchaser GP or any Consolidated Person (as defined in the Purchase Agreement) to: (i) enter into any amendment to the Exchange Agreement, the Tax Receivables Agreement, a Lock-Up Agreement, the Controlling Partnership LPA, the Management Holdings LPA, the Fund Holdings LPA, the Purchaser LPA or the Controlling Partnership GP Agreement (each as defined in the Purchase Agreement), or any Contribution and Indemnification Agreement (each of the foregoing, a “Covered Agreement”) that, in the reasonable judgment of the Controlling Partnership, is or will result in a conflict of interest or would have a materially disproportional impact on KPE, (ii) enter into any transaction or series of related transactions involving an aggregate amount in excess of $20 million with any related person (as such term is defined in Item 404 of Regulation S-K under the Securities Act) of the Controlling Partnership, the Purchaser GP or Consolidated Person (other than any related person that is another Consolidated Person or an investment fund or investment vehicle that is managed, sponsored, or otherwise advised by the Controlling Partnership, the Purchaser GP or any Consolidated Person) (a “Related Person”) that is the type of transaction that would be required to be disclosed under the Securities Act by the Controlling Partnership, the Purchaser GP or such Consolidated Person pursuant to Item 404 of Regulation S-K under the Securities Act if the Controlling Partnership, the Purchaser, the Purchaser GP or such Consolidated Person were subject to the disclosure requirements of such Item (provided, however, that, except with respect to any transaction for which the restrictions of clause (ii) do not apply by virtue of the proviso below, the Controlling Partnership shall on at least a quarterly basis provide a report in reasonable detail of transactions which would be covered by this clause (ii) but for the requirement set forth in this clause (ii) as to a minimum aggregate amount), (iii) except in accordance with the Exchange Agreement, enter into any transaction with any Related Person if such transaction would reduce the percentage of KPE’s direct or indirect equity interest in any Consolidated Person or the percentage of the equity...
Consent Rights. The Intercreditor Agreement will also delineate in considerable detail when and which provisions of the loan documents cannot be amended or modified without the opposing lender’s consent. As a general rule, the mezzanine lender will, for example, have considerable rights to consent to proposed changes to the senior loan document while the senior loan is performing. These consent rights will be curtailed significantly if the senior loan is in default and/or not being cured by the mezzanine lender. Depending on the nature of the deal, there may be additional concepts in the underlying loan documents that a party will want to incorporate into the standard list of provisions that cannot be amended without its prior consent. It is customary that the consent of the other lender will be required for loan document modifications that will increase the financial obligations of the borrower or stress the performance of the underlying property, or decrease the likelihood of repayment of the opposing lender’s loan.
Consent Rights. For as long as the Locked-up Shareholders beneficially own, directly or indirectly, in the aggregate twenty percent (20%) or more of all issued and outstanding Shares, the Company shall not take, and shall cause its subsidiaries and any of the Company’s controlled Affiliates not to take, any of the following actions without the approval of a resolution passed by a simple majority of the votes cast by the holders of ordinary shares of the Company at a duly convened general meeting of the Company, provided that Locked-up Shareholders collectively holding at least twenty percent (20%) or more of all issued and outstanding Shares held by the Locked-up Shareholders in the aggregate vote in favor of such resolution:
(a) entrance into, or a Material Revision of, any Equity Compensation Plan (including any long term incentive plan) of the Company, provided that such plan provides for the issuance of additional Shares in excess of one-half of one percent (0.5%) of the then-outstanding share capital of the Company (without regard to any “evergreen” provision contained therein);
(b) the issuance of Shares, or of securities convertible into or exercisable for Shares, in any transaction or series of related transactions if (i) the Shares have, or will have upon issuance, voting power equal to or in excess of twenty percent (20%) of the voting power outstanding before the issuance of such Shares or of securities convertible into or exercisable for Shares, or (ii) the number of Shares to be issued is, or will be upon issuance, equal to or in excess of twenty percent (20%) of the number of Shares outstanding immediately prior to the issuance of the Shares or of securities convertible into or exercisable for Shares, provided that, notwithstanding the foregoing, consent pursuant to this Section 7 is not required for any such issuance involving (A) any public offering for cash, or (B) any bona fide private financing, if such financing involves a sale of Shares, for cash, at a price at least as great as the Minimum Price or securities convertible into or exercisable for Shares, for cash, if the conversion or exercise price is at least as great as the Minimum Price; and
(c) prior to the issuance of Shares, or of securities convertible into or exercisable for Shares, in any transaction or series of related transactions if the number of Shares to be issued, or if the number of Shares into which the securities may be convertible or exercisable, exceeds either one percent (1%) of ...
Consent Rights. Whenever the Subordinate Loan Documents give Subordinate Lender approval or consent rights with respect to any matter, and a right of approval or consent for the same or substantially the same matter is also granted to Senior Lender or Funding Lender pursuant to the Senior Loan Documents or otherwise, Senior Lender’s or Funding Lender’s approval or consent or failure to approve or consent will be binding on Subordinate Lender. None of the other provisions of Section 7 are intended to be in any way in limitation of the provisions of this Section 7(f).
Consent Rights. For so long as the Pre-IPO Owners collectively beneficially own at least 30% of the then outstanding shares of Common Stock and the Blackstone Parties are entitled to designate at least one Director pursuant to Section 2.1(a), the following actions shall require the prior consent of the Blackstone Parties delivered in accordance with Section 4.13, which consent may be withheld for any reason or no reason, in addition to the Board’s approval (or, as applicable, the approval of the requisite governing body of any Subsidiary of the Company, the approval of the board of managers of 313 Acquisition or any requisite statutory vote):
(a) changing the size or the composition of the Board or any committee of the Board, except as expressly provided for in this Agreement or in the Company’s certificate of incorporation then in effect;
(b) entering into, or agreeing or otherwise committing to enter into, any business or operations other than those businesses and operations of the same or similar nature to those which are being conducted by the Company or its Subsidiaries as of the date of this Agreement, or any other change, through any acquisition, disposition of assets or otherwise, in the nature of the business or operations of the Company or any of its Subsidiaries as of the date of this Agreement;
(c) voluntarily initiating any liquidation, dissolution or winding up of the Company or any of its Subsidiaries, permitting the commencement of a proceeding for bankruptcy, insolvency, receivership or similar action with respect to the Company or any of its Subsidiaries, the decision not to oppose any similar proceeding commenced by a third party or the adoption of any plan or proposal with respect to any of the foregoing or any reorganization or recapitalization of the Company or any of its Subsidiaries;
(d) any Change of Control, except as expressly provided for by the LLC Agreement;
(e) entering into any agreement providing for the acquisition or divestiture of assets or Persons, in each such case involving consideration payable or receivable by the Company or any of its Subsidiaries in excess of $100 million in the aggregate in any single transaction or series of related transactions during any twelve-month period;
(f) any incurrence by the Company or any of its Subsidiaries of Indebtedness or entry into Tax Equity Financing in excess of $200 million in the aggregate in any single transaction or series of related transactions;
(g) any issuance or series of related i...
Consent Rights. So long as the Conversant Parties Beneficially Own at least 15% of the outstanding shares of Common Stock on an as-converted basis, the Company shall not, without the prior approval or written consent of Investor A (such approval or consent not to be unreasonably withheld, conditioned or delayed):
(a) materially change the principal business of the Company, enter into new lines of business or exit the Company’s current line of business;
(b) enter into an agreement with respect to, or consummate, any acquisition (whether by merger, stock purchase, asset purchase or otherwise) of another business or Person involving the payment, contribution or assignment by or to the Company or its subsidiaries of money or assets in an amount exceeding $10,000,000;
(c) with respect to the Company only, issue Equity Securities of the Company that, assuming full conversion or exercise of convertible and exercisable securities, would represent in the aggregate either (i) a value equal to or greater than 20% of the Company’s outstanding shares of Common Stock on an as-converted basis as of the date of the Original Investor Rights Agreement or (ii) a number of shares of Common Stock equal to or greater than 20% of the number of shares of Common Stock outstanding on an as-converted basis as of the date of the Original Investor Rights Agreement;
(d) sell or otherwise Transfer Equity Securities of any Subsidiary of the Company to a Person other than the Company or a wholly owned Subsidiary of the Company and with respect to any Subsidiary of the Company, issue or sell any Equity Securities of such Subsidiary to a Person other than the Company or a wholly owned Subsidiary of the Company;
(e) enter into an agreement with respect to (or otherwise consummate) a Change of Control (as defined in the Certificate of Designations);
(f) consummate any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or file a petition under bankruptcy or insolvency law;
(g) purchase or redeem or make any distribution or declare any dividend on Equity Securities of the Company or any of its Subsidiaries ranking junior to the Series A Preferred Stock other than (i) redemptions of or dividends or distributions on the Series A Preferred Stock or in which the Series A Preferred Stock participates pursuant to the Certificate of Designations, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock, and (ii...
Consent Rights. (a) In addition to any vote or consent of the Board or the stockholders of the Company required by Law or the Charter, and notwithstanding anything in this Agreement to the contrary, until the date upon which Athens causes the Company to effect a Short-Form Merger pursuant to Section 2.6, the Company shall not take (or permit any Affiliate to take) any of the following actions, or enter into any arrangement or contract to do any of the following actions, without the consent in writing of the Minority Independent Director (or a majority of the Directors on the Board who are Independent Directors if there is no Minority Independent Director at the time of the proposed action(s)) (such consent being the consent of the “Required Directors”):
(i) other than in connection with the issuance of New Securities in accordance with the terms of this Agreement, any amendment, repeal or alteration of the Charter or the Bylaws or the organizational documents of any Subsidiary of the Company, that would disproportionately adversely affect the Minority Stockholders; and
(ii) any transaction by the Company or any Subsidiary, on the one hand, with or involving Athens, the Person or Persons controlling Athens as of the date hereof, or each of their Affiliates, on the other hand, (including, for the avoidance of doubt, any transaction or agreement requiring the payment of a management fee by the Company to Athens or any of its Affiliates or Subsidiaries) in excess of $1,000,000 individually or $4,000,000 in the aggregate, other than (a) any transaction between the Company or a Subsidiary of the Company, on the one hand, and another Subsidiary of the Company, on the other hand, (b) Athens and the Company effecting a Short-Form Merger in accordance with Section 2.6 hereof, (c) the Company issuing New Securities in accordance with Article IV hereof, (d) any co-sale transaction conducted in accordance with Section 3.1 hereof, (e) any Liquidity Event conducted in accordance with Section 5.1 hereof, (f) de minimis incidental usage of the Company’s facilities (including, without limitation, the Company’s restaurants, meeting facilities, hotel rooms and parking facilities) at prevailing market rates, and (g) any other transaction expressly permitted or expressly contemplated by this Agreement or the Investor Rights Agreement; and
(iii) any issuance of Company Securities in connection with any joint venture or strategic partnership entered into by the Company.
(b) In connection with an...
Consent Rights. (a) Until the earlier of (x) the date on which the MSD Partners Investor and its Affiliates collectively beneficially own less than 5% of the outstanding shares of Common Stock and (y) the date on which the rights of the MSD Partners Investor pursuant to Section 2.1 are terminated, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the MSD Partners Investor:
(i) any redemption, acquisition or other purchase of any shares of Equity Securities (a “Repurchase”) from the KKR Investor or any of its Affiliates other than on a pro rata basis; and
(ii) any other transaction with or involving the KKR Investor or any of its Affiliates, other than (A) a Transfer to a Permitted Transferee, (B) transactions pursuant to any agreement in effect on the Closing Date, including, without limitation, the Parent Limited Partnership Agreement and the Indemnification Agreement, and any amendment, termination or material waiver under such agreements, (C) customary indemnification agreements with Directors, (D) transactions with Capstone Consulting LLC and its Subsidiaries for services rendered to the Company or its Subsidiaries (other than issuances of Equity Securities or capital stock or other securities of any direct or indirect Subsidiary of the Company to Capstone Consulting LLC or its Subsidiaries not made in compliance with the terms of this Agreement), (E) transactions with KKR Capital Markets LLC for services rendered to the Company or its Subsidiaries (other than issuances of Equity Securities or capital stock or other securities of any direct or indirect Subsidiary of the Company to KKR Capital Markets LLC not made in compliance with the terms of this Agreement), and (F) any transaction or series of related transactions in the ordinary course of business and on arms-length third-party terms.
(b) For so long as the KKR Investor and its Affiliates collectively beneficially own at least 25% of the outstanding shares of Common Stock, the following actions by the Company or any of its Subsidiaries shall require the approval, in addition to any approval by the stockholders of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), of the KKR Investor:
(i) entering into or effecting a Change in Control;
(ii) entering into any agreement providing for the ...
Consent Rights. In addition to any rights that the holders of Series A Preferred Shares may have pursuant to the DGCL, for so long as (x) any Series A Preferred Shares are outstanding and (y) the Preferred Percentage is at least ten percent (10%), the Corporation will not, without first obtaining the written consent or affirmative vote of the Series A Preferred Majority Holders, voting separately as a class, take any of the following actions: (i) liquidate, dissolve or wind-up the Corporation (whether voluntary or involuntary), (ii) amend, modify, supplement or repeal any provision of the Certificate of Incorporation or Bylaws that would have a material adverse effect on any right, preference, privilege or voting power of the Series A Preferred Shares or the holders thereof (it being understood that, for the avoidance of doubt, any amendment, modification or supplement to the Certificate of Incorporation (including as a result of new certificate of designation) to create, authorize, designate or issue any equity securities of the Corporation senior to or pari passu with the Series A Preferred Shares would have a material adverse effect on the rights, preferences, privileges and/or voting power of the Series A Preferred Shares or the holders thereof), (iii) change the size of the Board; (iv) enter into, amend, modify or supplement any agreement, transaction, commitment or arrangement with any Related Party, except for customary employment arrangements and benefit programs; or (v) agree to take any of the foregoing actions.