Common use of Major Actions Clause in Contracts

Major Actions. Without the written consent of Hogg, ▇▇e Corporation will not: (a) Amend, supplement, repeal, or otherwise change the articles of incorporation or bylaws of the Corporation in any manner or permit any subsidiary to amend, supplement, repeal, or otherwise change its articles of certificate of incorporation, bylaws, articles of organization, operating agreement, or other governing documents, as applicable, in any manner which would negatively impact the rights of Hogg ▇▇▇nted pursuant to this Agreement; (b) Allow any subsidiary to authorize, designate, issue or sell any additional limited liability company interests, shares, or other securities of such subsidiary (including any options, warrants, and purchase rights) except to another subsidiary or the Corporation or pursuant to Section 4.5(c), below; (c) Establish, or allow any subsidiary to establish, any option or other equity based incentive plan for management, directors, or employees, grant, or allow any subsidiary to grant, any stock options, or other rights to purchase securities, or authorize or enter into, or allow any subsidiary to authorize or enter into, any plan, contract, or arrangement that provides any person with economic benefits directly or indirectly, in whole or in part, equivalent to equity security ownership, including but not limited to, phantom stock option, stock appreciation rights, and similar plans except for an incentive or bonus plan which allows for the issuance of options or grants, directly or indirectly, of up to 2.5% of the outstanding equity securities of the Corporation; (d) Redeem or repurchase any security of the Corporation (except for repurchase in connection with departing employees) or allow any subsidiary to purchase any security of the Corporation unless done on a pro rata basis with respect to all shareholders of the Corporation or pursuant to the terms of Article 3; (e) Make distributions or pay dividends in cash or property with respect to any security of the Corporation, except for dividends or distributions made pro rata among the holders of Stock; (f) Sell, exchange, transfer, or otherwise dispose of any shares of capital stock or other security of any subsidiary or allow any subsidiary to sell, exchange, transfer, or otherwise dispose of any membership interests, shares of capital stock, or other security of any other subsidiary, except to the Corporation or another subsidiary, or pursuant to Section 4.5(c), above; (g) Enter into, or allow any subsidiary to enter into, any merger, consolidation, or statutory share exchange with any other entity, except with the Corporation or another subsidiary; (h) Sell, exchange, lease, license, or otherwise dispose of, or allow any subsidiary to sell, exchange, lease, license, or otherwise dispose of, any material amount of assets (including intangible property) except in the ordinary course of business; (i) Take any action to voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or distribution or transaction in the name of a partial liquidation or dissolution; (j) Acquire, or allow any subsidiary to acquire, assets or securities of any other person or entity, except for acquisitions with an aggregate purchase consideration of less than $2,000,000 in any one transaction or series of related transactions in a financial year; (k) Enter into any material agreement, license, lease, transaction, or other arrangement with any Related Party (other than a subsidiary), provided that Hogg ▇▇▇l not unreasonably withhold its consent to such agreement, license, lease, transaction, or other arrangement if the terms are equivalent to those in an arms length transaction; (l) Enter into, or allow any subsidiary to enter into, any new line of business that is unrelated to an existing business operation unless the entry into the new line of business is provided for in the Business Plan; (m) Incur, or allow any subsidiary to incur, any single expense or capital expenditure of an amount in excess of $100,000.00 unless such expenditure is provided for in the Business Plan; (n) Except as provided in item (k) above, borrow, or allow any subsidiary to borrow, money in excess of $500,000.00 unless such arrangement is set forth in the Business Plan; (o) Amend the Business Plan; or (p) Authorize, ratify, or enter into any agreement to undertake any of the matters specified in items (a) through (o), above. The Corporation shall address all requests for approval of any of the above listed actions to the Chief Executive Officer of Hogg ▇▇▇i▇▇▇▇, ▇▇C at Abbey House, 282 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇csimile #44-12-52-542-444, or his successor indicated in writing by Hogg (▇▇e "Hogg ▇▇▇resentative"). The decision regarding such request shall be delivered by the Hogg ▇▇▇resentative to the Corporation within ten (10) business days of such request.

Major Actions. Without the written consent of Hogg, ▇▇e ▇▇, the Corporation will not: (a) Amend, supplement, repeal, or otherwise change the articles of incorporation or bylaws of the Corporation in any manner or permit any subsidiary to amend, supplement, repeal, or otherwise change its articles of certificate of incorporation, bylaws, articles of organization, operating agreement, or other governing documents, as applicable, in any manner which would negatively impact the rights of Hogg ▇▇▇nted ▇ granted pursuant to this Agreement; (b) Allow any subsidiary to authorize, designate, issue or sell any additional limited liability company interests, shares, or other securities of such subsidiary (including any options, warrants, and purchase rights) except to another subsidiary or the Corporation or pursuant to Section 4.5(c), below; (c) Establish, or allow any subsidiary to establish, any option or other equity based incentive plan for management, directors, or employees, grant, or allow any subsidiary to grant, any stock options, or other rights to purchase securities, or authorize or enter into, or allow any subsidiary to authorize or enter into, any plan, contract, or arrangement that provides any person with economic benefits directly or indirectly, in whole or in part, equivalent to equity security ownership, including but not limited to, phantom stock option, stock appreciation rights, and similar plans except for an incentive or bonus plan which allows for the issuance of options or grants, directly or indirectly, of up to 2.5% of the outstanding equity securities of the Corporation; (d) Redeem or repurchase any security of the Corporation (except for repurchase in connection with departing employees) or allow any subsidiary to purchase any security of the Corporation unless done on a pro rata basis with respect to all shareholders of the Corporation or pursuant to the terms of Article 3; (e) Make distributions or pay dividends in cash or property with respect to any security of the Corporation, except for dividends or distributions made pro rata among the holders of Stock; (f) Sell, exchange, transfer, or otherwise dispose of any shares of capital stock or other security of any subsidiary or allow any subsidiary to sell, exchange, transfer, or otherwise dispose of any membership interests, shares of capital stock, or other security of any other subsidiary, except to the Corporation or another subsidiary, or pursuant to Section 4.5(c), above; (g) Enter into, or allow any subsidiary to enter into, any merger, consolidation, or statutory share exchange with any other entity, except with the Corporation or another subsidiary; (h) Sell, exchange, lease, license, or otherwise dispose of, or allow any subsidiary to sell, exchange, lease, license, or otherwise dispose of, any material amount of assets (including intangible property) except in the ordinary course of business; (i) Take any action to voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or distribution or transaction in the name of a partial liquidation or dissolution; (j) Acquire, or allow any subsidiary to acquire, assets or securities of any other person or entity, except for acquisitions with an aggregate purchase consideration of less than $2,000,000 in any one transaction or series of related transactions in a financial year; (k) Enter into any material agreement, license, lease, transaction, or other arrangement with any Related Party (other than a subsidiary), provided that Hogg ▇▇▇l ▇ will not unreasonably withhold its consent to such agreement, license, lease, transaction, or other arrangement if the terms are equivalent to those in an arms length transaction; (l) Enter into, or allow any subsidiary to enter into, any new line of business that is unrelated to an existing business operation unless the entry into the new line of business is provided for in the Business Plan; (m) Incur, or allow any subsidiary to incur, any single expense or capital expenditure of an amount in excess of $100,000.00 unless such expenditure is provided for in the Business Plan; (n) Except as provided in item (k) above, borrow, or allow any subsidiary to borrow, money in excess of $500,000.00 unless such arrangement is set forth in the Business Plan; (o) Amend the Business Plan; or (p) Authorize, ratify, or enter into any agreement to undertake any of the matters specified in items (a) through (o), above. The Corporation shall address all requests for approval of any of the above listed actions to the Chief Executive Officer of Hogg ▇▇▇i▇ ▇▇▇▇▇▇▇▇, ▇▇C PLC at Abbey House, 282 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇csimile facsimile #44-12-52-542-444, or his successor indicated in writing by Hogg (▇▇e "Hogg ▇▇▇resentative"▇ (the “▇▇▇▇ Representative”). The decision regarding such request shall be delivered by the Hogg ▇▇▇resentative ▇ Representative to the Corporation within ten (10) business days of such request.

Major Actions. Without For as long as the Note is outstanding or Sabre holds, or has the ability to acquire through a convertible security (including the Warrant), an aggregate of 966,792.5 shares of the Corporation’s Common Stock (subject to stock splits and combinations), without the written consent of HoggSabre, ▇▇e the Corporation will not: (a) 2.5.1 Amend, supplement, repeal, or otherwise change the articles of incorporation or bylaws of the Corporation in any manner or permit any subsidiary to amend, supplement, repeal, or otherwise change its articles of certificate of incorporation, bylaws, articles of organization, operating agreement, or other governing documents, as applicable, in any manner which would negatively impact the rights of Hogg ▇▇▇nted Sabre granted pursuant to this Agreement; (b) Allow 2.5.2 Issue any subsidiary to authorize, designate, issue or sell any additional limited liability company interests, shares, or other securities of such subsidiary (including any options, warrants, and purchase rights) except to another subsidiary or the Corporation or any Subsidiary except as permitted pursuant to the terms of Section 4.5(c), below2.5.3 or pursuant to an IPO; (c) 2.5.3 Establish, or allow any subsidiary to establish, any option or other equity based incentive plan for management, directors, or employees, amend the 2000 TRX Stock Incentive Plan to increase the number of shares authorized to be granted thereunder, grant, or allow any subsidiary to grant, any stock options, or other rights to purchase securities, or authorize or enter into, or allow any subsidiary to authorize or enter into, any plan, contract, or arrangement that provides any person with economic benefits directly or indirectly, in whole or in part, equivalent to equity security ownership, including but not limited to, phantom stock option, stock appreciation rights, and similar plans except for an incentive or bonus plan which allows for shares subject to the issuance of options or grants, directly or indirectly, of up to 2.5% of the outstanding equity securities of the Corporation2000 TRX Stock Incentive Plan; (d) 2.5.4 Issue any equity, rights or warrants to any Sabre Restricted Party; 2.5.5 Redeem or repurchase any security of the Corporation (except for repurchase in connection with departing employeesemployees pursuant to Schedule 2.5.5) or allow any subsidiary to purchase any security of the Corporation unless pursuant to the terms of Article 1 or unless the Note is no longer outstanding and such redemption or repurchase is done on a pro rata basis with respect to all shareholders of the Corporation or pursuant Corporation, provided, however, any such pro rata redemption shall equitably reduce the number of shares Sabre must own to exercise certain of its rights granted under the terms of Article 3Agreement; (e) 2.5.6 Make distributions or pay dividends in cash or property with respect to any security of the Corporation, except for dividends Corporation unless the Note is no longer outstanding and such dividend or distributions are made on a pro rata among basis with respect to all shareholders of the holders of StockCorporation; (f) Sell, exchange, transfer, 2.5.7 Acquire assets or otherwise dispose securities of any shares of capital stock other person or other security of any subsidiary entity or allow any subsidiary to sell, exchange, transfer, or otherwise dispose of any membership interests, shares of capital stock, or other security of any other subsidiary, except to the Corporation or another subsidiary, or pursuant to Section 4.5(c), above; (g) Enter into, or allow any subsidiary to enter into, any merger, consolidation, or statutory share exchange with any other entity, except with the Corporation or another subsidiary; (h) Sell, exchange, lease, license, or otherwise dispose of, or allow any subsidiary to sell, exchange, lease, license, or otherwise dispose of, any material amount of assets (including intangible property) except in the ordinary course of business; (i) Take any action to voluntarily dissolve, liquidate, or wind up or carry out any partial liquidation or distribution or transaction in the name of a partial liquidation or dissolution; (j) Acquire, or allow any subsidiary to acquire, acquire assets or securities of any other person or entity, except for acquisitions with an aggregate purchase consideration of less than $2,000,000 in any one transaction or series of related transactions more than one transaction in a financial year; (k) 2.5.8 Enter into any material agreement, license, lease, transaction, or other arrangement with any Related Party (other than a subsidiary), provided that Hogg ▇▇▇l not unreasonably withhold its consent to such agreement, license, lease, transaction, or other arrangement if the terms are equivalent to those in an arms length transaction; (l) Enter into, or allow any subsidiary to enter intointo any merger, consolidation, or statutory share exchange with any new line of business that is unrelated to an existing business operation unless the entry into the new line of business is provided for other entity, except with a subsidiary or, in the Business Plancase of a subsidiary, the Corporation; (m) Incur, 2.5.9 Enter into or allow any subsidiary to incurenter into any joint venture, alliance or other contract outside of the ordinary course of business except for joint ventures, alliances or other contracts directly related to ResAssist or a competing product(s) of Sabre or a Sabre Affiliate; 2.5.10 Sell, exchange, lease, license, or otherwise dispose or allow any subsidiary to sell, exchange, lease, license, or otherwise dispose of any material amount of assets (including intangible property) except in the ordinary course of business and except for the sale, exchange, lease, license or other disposition in an arms length transaction of ResAssist (subject to Section 7.3) or a competing product(s) of Sabre or a Sabre Affiliate; 2.5.11 Incur any single expense or capital expenditure of an amount in excess of $100,000.00 100,000 unless such expenditure is provided for in the Business Plan; (n) Except as provided in item (k) above, borrow2.5.12 Borrow, or allow any subsidiary to borrow, money in excess of $500,000.00 500,000 unless such arrangement is set forth in the Business Plan and except for a working capital line of up to $5,000,000 which may be secured only by the Corporation’s and its subsidiaries accounts receivable pursuant to the terms of the Note and except for capital lease obligations; 2.5.13 Use the proceeds from the Note in a manner inconsistent with Schedule 2.4.13 attached hereto; 2.5.14 Materially amend the Business Plan; (o) Amend the 2.5.15 Enter into any agreement, commitment or plan regarding liquidation, winding up or dissolution; 2.5.16 Approve a capital or operating budget or Business Plan; or (p) Authorize, ratify, provided that Sabre will not unreasonably withhold its consent to such budget or enter into any agreement to undertake any of the matters specified in items (a) through (o), above. The Corporation shall address all requests for approval of any of the above listed actions to the Chief Executive Officer of Hogg ▇▇▇i▇▇▇▇, ▇▇C at Abbey House, 282 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇csimile #44-12-52-542-444, or his successor indicated in writing by Hogg (▇▇e "Hogg ▇▇▇resentative"). The decision regarding such request shall be delivered by the Hogg ▇▇▇resentative to the Corporation within ten (10) business days of such request.Business Plan;