Common use of Matters Requiring Approval Clause in Contracts

Matters Requiring Approval. Notwithstanding any provision of this Agreement to the contrary, for so long as the Sponsor and its Affiliates and the Founders and their Affiliates, respectively, collectively Beneficially Own at least 5% of the then outstanding shares of Common Stock and are entitled to designate at least one director of the Company pursuant to Section 2.1(b) (or such earlier date that the Sponsor or the Founders request their respective approval rights to be terminated), the Company shall not take, and shall cause its Subsidiaries not to take, any of the following actions without the prior written consent of the Sponsor and at least one of the Founders: (a) Enter into any related party agreement or transaction between the Company or any of its Subsidiaries, on the one hand, and the Sponsor or any of its Affiliates (including the payment of any management, investment banking or similar fees to Sponsor or any Affiliate of Sponsor) or one of the Founders and his Affiliates, on the other hand, other than (i) in connection with any Rescue Financing, which shall be subject to the approval of the Board; or (ii) transactions or agreements which are on arms’ length terms entered into by the Company or any of its Subsidiaries in the ordinary course of business with a portfolio company of Sponsor or a portfolio company of any Affiliate of Sponsor; (b) Other than Excepted Issuances, issue, grant, award or issue rights to subscribe for, exchange or convert into, any Securities or New Securities of the Company or any of its Subsidiaries; (c) Declare or pay any Distribution, other than (i) Distributions by the Company’s Subsidiaries that are paid pro rata to the Subsidiaries’ shareholders; and (ii) Distributions in respect of the Securities offered or paid pro-rata to the Stockholders or otherwise pursuant to the terms of the Company’s Organizational Documents; (d) Enter into any bankruptcy, liquidation, dissolution or winding-up of the Company (other than in connection with a sale transaction that is structured as a sale of all or substantially all of the assets of the Company); (e) Amend or modify the Organizational Documents in a manner that adversely affects the Blackstone Holders’ or Founder Groups’ rights disproportionately as compared to other holders of Common Stock (taking into account and considering the rights of the Blackstone Holders or Founder Groups prior to such amendment or modification); and (f) Make any agreement or arrangement to carry out any of the matters referenced above under this Section 2.2.

Matters Requiring Approval. Notwithstanding any provision of this Agreement to During the contrary, for so long as the Sponsor and its Affiliates and the Founders and their Affiliates, respectively, collectively Beneficially Own time Intrawest or Holdings holds at least 525% of the then issued and outstanding shares of Common Stock and are entitled Shares, in addition to designate at least one director any other approval that may be required by law, by this Agreement or pursuant to the Corporation’s Constating Documents, neither the Corporation nor any subsidiary of the Company pursuant to Section 2.1(b) (or such earlier date that Corporation shall take any of the Sponsor or the Founders request their respective approval rights to be terminated), the Company shall not takefollowing actions, and none of the parties to this Agreement shall cause its Subsidiaries not to takeauthorize, take part in or permit any of the following actions without to be taken by the prior written consent Corporation or any subsidiary, unless such action is approved by each of the Sponsor and at least one of the FoundersShareholders: (a1) Enter the redemption or purchase for cancellation or acquisition or other retirement for value of any Shares, or any other distribution of the assets of the Corporation to its shareholders other than lawful distributions in accordance with the distribution policy referred to in section 2.9; (2) the transfer or issuance by the Corporation or any subsidiary of the Corporation of any shares in the capital of, or right, title or interest in, the Corporation or any subsidiary of the Corporation or any corporation or other business entity other than the Corporation which carries on a material part of its overall business, including the making of an allotment of, or the issuance or granting of any option, right or warrant to subscribe for, purchase or otherwise acquire, any Share or any security convertible into or exchangeable for any related party agreement Share; (3) the conversion, exchange, reclassification, redesignation, subdivision, consolidation or transaction other change of or to any Shares or the amendment or variation of any rights, privileges, restrictions or conditions attaching to any such Shares; (4) the amalgamation, merger, consolidation or reorganization of the Corporation or any subsidiary of the Corporation, or the approval or effecting of any compromise or arrangement between the Company Corporation or any subsidiary of the Corporation and its creditors or any class of them or its Shareholders or any class of them, in each case, whether statutory or otherwise; (5) the filing of a voluntary petition under any bankruptcy laws or the making of a voluntary assignment for the benefit of the creditors of the Corporation or any subsidiary of the Corporation generally or the taking or institution of any proceedings for the winding-up, liquidation or dissolution of the Corporation or any subsidiary of the Corporation; (6) the taking of any action to alter or amend or change the Constating Documents of the Corporation or any subsidiary of the Corporation; (7) the entering into of any transaction, contract, commitment or agreement with any Related Party of the Corporation or of a subsidiary of the Corporation where the subject matter of the transaction, contract, commitment or agreement has a value in excess of, or such transaction, contract, commitment or agreement may involve the Corporation or any of its Subsidiariessubsidiaries being, or becoming obligated to make payments or capital expenditures or incurring liabilities, in the aggregate over the term of such transaction, contract, commitment or agreement in excess of, $50,000 in respect of any single transaction or series of transactions constituting part of an overall transaction, provided that where the value of such transaction, contract, commitment or agreement is less than $50,000, such transaction, contract, commitment or agreement is on terms and at a cost or for a price or consideration to the one hand, and the Sponsor Corporation or any of its Affiliates subsidiaries which are no less advantageous to the Corporation or such subsidiary than would generally be available to the Corporation or such subsidiary from Persons acting as principal and dealing at arm’s length with the Corporation or such subsidiary within the meaning of such expression in the Tax Act; (including 8) the payment adoption or approval of an Annual Budget, an amended Annual Budget, a Capital Expenditures Budget or an amended Capital Expenditures Budget; (9) except for indebtedness for or in respect of borrowed monies in an amount less than $15,000,000 in the aggregate for the Corporation and its subsidiaries and except as provided for in the Approved Budget, borrow any money, assume, incur or become liable upon any indebtedness for or in respect of borrowed money, give any security or assume, incur or become liable or undertake, commit or agree to assume, incur or become liable in respect of any managementindebtedness for borrowed monies of any Person; (10) except as provided for in the Approved Budget, investment banking authorize or similar fees make any capital expenditures in excess of, or purchase or otherwise acquire or sell, transfer, lease, exchange or otherwise dispose of or encumber, or agree, absolutely or contingently, to Sponsor purchase or otherwise acquire or sell, transfer, lease, exchange or otherwise dispose of or encumber any Affiliate single asset, or property or right having a value in excess of Sponsor$100,000 for any item or series of items constituting part of a single item, or $100,000 in the aggregate in any fiscal year for the Corporation and its subsidiaries; (11) enter into, or one of the Founders and his Affiliates, on the other handmake any material modification or material amendment to any Material Contract or waive (in whole or in part) any material rights under any Material Contract, other than as provided for in the Approved Budget; (i12) in connection with establish, adopt, enter into, make or amend any Rescue Financingcollective bargaining, which shall be subject to bonus, profit sharing, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the approval benefit of any director, officer or employee of the Board; or (ii) transactions or agreements which are on arms’ length terms entered into by the Company Corporation or any of its Subsidiaries subsidiaries, or make any award or payment to any director, officer or employee of the Corporation or any of its subsidiaries except in the ordinary course of business and consistent with a portfolio company past practice and except as provided for in the Approved Budget; provided, however, that compensation paid to the directors of Sponsor or a portfolio company the Corporation set out in Schedule C for all services rendered to the Corporation by them will remain at the levels set out in Schedule C until the first anniversary of any Affiliate the date of Sponsorthis Agreement; (b13) Other grant financial assistance to any Person, directly or indirectly, by way of loan, guarantee, the provision of security or otherwise, other than Excepted Issuancesfinancial assistance where the amount or value of the loan, issueguarantee, grantsecurity or other financial assistance provided to or for the benefit of any Person or in respect of any single transaction or series of transactions constituting part of an overall transaction, award does not exceed $50,000 and the amount or issue rights value of the aggregate financial assistance in any financial year of the Corporation does not exceed $50,000; (14) subscribe for, take, purchase, acquire or hold, or undertake, commit or agree to subscribe for, exchange take, purchase, acquire or convert hold, shares or other securities of any Person or the whole or any substantial part of the assets and liabilities of any Person comprising a business; (15) enter into, create, dissolve or terminate any Securities partnership, joint venture or New Securities any arrangement for the sharing of profits, co-ownership or reciprocal concession with any Person pursuant to which the Corporation and its subsidiaries is or may become obligated to make payments or incur liabilities, in the aggregate, over the term of the Company partnership, joint venture or profit sharing, co-ownership or reciprocal concession arrangement, in excess of $50,000; (16) the taking of any action which would result in any material change in the nature of the business of the Corporation or the implementation of any other material change in the present business, affairs, capitalization, distribution policy or practice, or financial condition of the Corporation and its subsidiaries, taken as a whole, other than any change in general business conditions or any change in the markets or prices for the Corporation’s principal services; (17) any change in the fiscal year end of the Corporation or of the auditors of the Corporation; or (18) any change in the officers of the Corporation; provided that nothing contained in this section 2.6 shall prohibit the making of any non-discretionary expenditures or any expenditures necessary for the normal repair and maintenance of any asset or property owned or held under lease or licence by the Corporation or any subsidiary of the Corporation or to avoid the suspension of necessary services to or the provisions of necessary services by the Corporation or any subsidiary of the Corporation, The provisions of this section 2.6 do not apply to transactions between the Corporation and any of its Subsidiaries; (c) Declare wholly-owned subsidiaries or pay any Distribution, other than (i) Distributions by the Company’s Subsidiaries that are paid pro rata to the Subsidiaries’ shareholders; and (ii) Distributions in respect of the Securities offered or paid pro-rata to the Stockholders or otherwise pursuant to the terms of the Company’s Organizational Documents; (d) Enter into any bankruptcy, liquidation, dissolution or winding-up of the Company (other than in connection with a sale transaction that is structured as a sale of all or substantially all of the assets of the Company); (e) Amend or modify the Organizational Documents in a manner that adversely affects the Blackstone Holders’ or Founder Groups’ rights disproportionately as compared to other holders of Common Stock (taking into account and considering the rights of the Blackstone Holders or Founder Groups prior to such amendment or modification); and (f) Make any agreement or arrangement to carry out between any of the matters referenced above under this Section 2.2its wholly-owned subsidiaries.