Common use of Required Consent Clause in Contracts

Required Consent. No Unitholder shall Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities except in compliance with this Article IX and any other agreement binding upon such Unitholder that restricts the Transfer of Equity Securities (including any Equity Agreement and any underwriter lock-up agreement applicable to such Unitholder). In addition to complying with any other provisions regarding Transfer of Equity Securities set forth herein or in any applicable Equity Agreement, no Unitholder shall (directly or indirectly through a transfer of such Unitholder’s equity interests) Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities without first obtaining the prior written consent of the Manager, which consent may be withheld in the Manager’s sole discretion; provided, that such Unitholder may Transfer Equity Securities (without the Manager’s prior written consent, but subject to the other provisions of this Agreement or any applicable Equity Agreement) (i) pursuant to an Approved Sale, (ii) pursuant to any forfeiture or repurchase provisions set forth in any applicable Employment Agreement or Equity Agreement, (iii) pursuant to an Exchange effected pursuant to Section 9.9, or (iv) to such Unitholder’s Permitted Transferees subject to Sections 9.4(c) and (f); provided, however, that if such Unitholder Transfers any interests in any Units to a Permitted Transferee and such Person ceases to be a Permitted Transferee of such Unitholder, then such Person shall, upon ceasing to be a Permitted Transferee, Transfer such interest back to the Unitholder making such initial Transfer. Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer of any Class A Common Unit that constitutes a portion of a Combined Unit that, concurrently with such Transfer, such transferring Member shall also Transfer to the transferee a corresponding share of Noneconomic Stock. Any Transfer that is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio. The certificate of incorporation of the Public Offering Entity (as amended and in effect from time to time) shall govern the redemption, exchange and conversion of Class B Common Stock or Class C Common Stock, as applicable, to Class A Common Stock or Class D Common Stock, as applicable, and a conversion pursuant to and in accordance with such certificate of incorporation of the Public Offering Entity shall not be considered a “Transfer” for purposes of this Agreement.

Required Consent. No Unitholder shall may Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities except in compliance with this Article IX and any other agreement binding upon such Unitholder that which restricts the Transfer of such Equity Securities (including any Equity Agreement and any underwriter lock-up agreement applicable to such UnitholderAgreement). In addition to complying with any other provisions regarding Transfer of Equity Securities set forth herein or in any applicable Equity Agreement, no No Unitholder shall may (directly or indirectly through a transfer Transfer of such Unitholder’s equity interests) Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities without first obtaining except (a) with the prior written consent of the ManagerBoard, which consent may be withheld in the Manager’s its sole discretion; provided, that such Unitholder may Transfer Equity Securities (without the Manager’s prior written consent, but b) subject to the other provisions of this Agreement Agreement, including the Approved Exit provisions in Section 9.2, or any applicable Equity Agreement) ; (i) pursuant to an Approved Sale, (iic) pursuant to any forfeiture or repurchase provisions set forth in any applicable Employment Agreement or Equity Agreement, (iii) pursuant to an Exchange effected pursuant to Section 9.9, ; or (ivd) to such Unitholder’s Permitted Transferees subject to Sections 9.4(c) and (f)Transferees; provided, however, that (i) if such a Unitholder Transfers any interests in any Units to a Permitted Transferee and such Person Transferee ceases to be a Permitted Transferee of such Unitholder, then such Person Transferee shall, upon ceasing to be a Permitted Transferee, Transfer such interest back to the Unitholder making such initial Transfer, and (ii) each holder of Incentive Units must retain voting control of any Equity Securities following the Transfer thereof to its Permitted Transferee. Except as otherwise expressly provided hereinIf the Board provides written consent to a Transfer under clause (a) of this Section 9.1, it then such Transfer shall be subject to the other provisions of this Article IX. If, at the time of a condition precedent to any proposed Transfer of any Equity Securities, property other than cash, cash equivalents or Marketable Securities has been distributed or paid, such property is subject to contingencies or restrictions that affect its Fair Market Value and such property is not considered a Class A Common Unit Cash Outflow, then the transferring Unitholder shall ensure that constitutes a portion the Transferee shall accept such Transferred Equity Securities subject to all of a Combined Unit that, concurrently with such Transfer, such transferring Member shall also Transfer to the transferee a corresponding share of Noneconomic Stock. Any Transfer that is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member Agreement, including the provisions of Units in violation of this Agreement Section 9.2(f) (and a breach of this Agreement by take all such Member) and shall further action as may be null and void ab initio. The certificate of incorporation of the Public Offering Entity (as amended and advisable in effect from time to time) shall govern the redemption, exchange and conversion of Class B Common Stock or Class C Common Stock, as applicable, to Class A Common Stock or Class D Common Stock, as applicable, and a conversion pursuant to and in accordance with such certificate of incorporation of the Public Offering Entity shall not be considered a “Transfer” for purposes of this Agreementconnection therewith).

Required Consent. No Unitholder shall Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities except in compliance with this Article IX and any other agreement binding upon such Unitholder that restricts the Transfer of Equity Securities (including any Equity Agreement and any underwriter lock-up agreement applicable to such Unitholder). In addition to complying with any other provisions regarding Transfer of Equity Securities set forth herein or in any applicable Equity Agreement, no Unitholder shall (directly or indirectly through a transfer of such Unitholder’s equity interests) Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities without first obtaining the prior written consent of the ManagerBoard, which consent may be withheld in the ManagerBoard’s sole discretion; provided, that such Unitholder may Transfer Equity Securities (without the ManagerBoard’s prior written consent, but subject to the other provisions of this Agreement or any applicable Equity Agreement) (i) pursuant to an Approved Sale, (ii) pursuant to any forfeiture or repurchase provisions set forth in any applicable Employment Agreement or Equity Agreement, (iii) pursuant to an Exchange effected pursuant to Section 9.9, or (iv) to such Unitholder’s Permitted Transferees subject to Sections 9.4(c) and (f)so long as such Unitholder retains voting control of such Equity Securities; provided, however, that if such Unitholder Transfers any interests in any Units to a Permitted Transferee and such Person ceases to be a Permitted Transferee of such Unitholder, then such Person shall, upon ceasing to be a Permitted Transferee, Transfer such interest back to the Unitholder making such initial Transfer. M6 LLC, M7 LLC or M8 LLC shall each only hold Class A Common Units and shall each cause their respective members, and their respective members agree by joinder to this Agreement, to comply with the provisions of this Agreement, including the application of the following sentence of this Section 9.1. If, at the time of a proposed Transfer of Equity Securities, property other than cash, cash equivalents or Marketable Securities has been distributed or paid subject to contingencies or restrictions that affect its Fair Market Value and such property is not considered a Distribution, then the Transferring Unitholder shall ensure that the Transferee will accept such Transferred Equity Securities subject to all of the provisions of this Agreement (and take all such further action as may be advisable in connection therewith). Except as otherwise expressly provided herein, it shall be a condition precedent to any Transfer of any Class A Common Unit that constitutes a portion of a Combined Unit that, concurrently with such Transfer, such transferring Member shall also Transfer to the transferee a corresponding share of Noneconomic Stock. Any Transfer that is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio. The certificate of incorporation of the Public Offering Entity (as amended and in effect from time to time) shall govern the redemption, exchange and conversion of Class B Common Stock or Class C Common Stock, as applicable, to Class A Common Stock or Class D Common Stock, as applicable, and a conversion pursuant to and in accordance with such certificate of incorporation of the Public Offering Entity shall not be considered a “Transfer” for purposes of this Agreement.

Required Consent. No Unitholder shall Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities except in compliance with this Article IX and any other agreement binding upon such Unitholder that which restricts the Transfer of Equity Securities (including any Equity Agreement and any underwriter lock-up agreement applicable to such UnitholderAgreement). In addition to complying with Section 9.4(f) below with respect to the Class I Units, any other provisions regarding Transfer of Equity Securities set forth herein or in any applicable Equity Agreement, no Unitholder shall (directly or indirectly through a transfer of such Unitholder’s equity interests) Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities without first obtaining the prior written consent of the ManagerBoard, which consent may be withheld in the ManagerBoard’s sole discretion; provided, that such Unitholder may Transfer Equity Securities (without the ManagerBoard’s prior written consent, but subject to the other provisions of this Agreement or any applicable Equity Agreement) (i) pursuant to an Approved Sale, (ii) pursuant to any forfeiture or repurchase provisions set forth in any applicable Employment Agreement or Equity Agreement, (iii) pursuant to an Exchange effected pursuant to Section 9.9Exchange, or (iv) to such Unitholder’s Controlled Affiliates or Permitted Transferees subject to Sections 9.4(c) and (f)so long as such Unitholder retains voting control of such Equity Securities; provided, however, that if such Unitholder Transfers any interests in any Units to a Controlled Affiliate or Permitted Transferee and such Person ceases to be a Controlled Affiliate or Permitted Transferee of such Unitholder, then such Person shall, upon ceasing to be a Permitted TransfereeTransferee or Controlled Affiliate, Transfer such interest back to the Unitholder making such initial TransferTransfer or (v) in connection with the dissolution of Management LLC, M2 LLC, M3 LLC, M4 LLC, M5 LLC and M6 LLC. Except as otherwise expressly provided hereinIf, it shall be at the time of a condition precedent to any proposed Transfer of any Class A Equity Securities, property other than cash, cash equivalents or Marketable Securities has been distributed or paid subject to contingencies or restrictions that affect its Fair Market Value and such property is not considered a Common Unit Cash Outflow, then the Transferring Unitholder shall ensure that constitutes a portion the Transferee will accept such Transferred Equity Securities subject to all of a Combined Unit that, concurrently with such Transfer, such transferring Member shall also Transfer to the transferee a corresponding share of Noneconomic Stock. Any Transfer that is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member Agreement, including the provisions of Units in violation of this Agreement Section 9.2 hereof (and a breach of this Agreement by take all such Member) and shall further action as may be null and void ab initio. The certificate of incorporation of the Public Offering Entity (as amended and advisable in effect from time to time) shall govern the redemption, exchange and conversion of Class B Common Stock or Class C Common Stock, as applicable, to Class A Common Stock or Class D Common Stock, as applicable, and a conversion pursuant to and in accordance with such certificate of incorporation of the Public Offering Entity shall not be considered a “Transfer” for purposes of this Agreementconnection therewith).

Required Consent. No Unitholder shall Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities except in compliance with this Article IX and any other agreement binding upon such Unitholder that which restricts the Transfer of Equity Securities (including any Equity Agreement and any underwriter lock-up agreement applicable to such UnitholderAgreement). In addition to complying with Section 9.4(f) below with respect to the Class I Units, any other provisions regarding Transfer of Equity Securities set forth herein or in any applicable Equity Agreement, no Unitholder shall (directly or indirectly through a transfer of such Unitholder’s equity interests) Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities without first obtaining the prior written consent of the ManagerBoard, which consent may be withheld in the ManagerBoard’s sole discretion; provided, that such Unitholder may Transfer Equity Securities (without the ManagerBoard’s prior written consent, but subject to the other provisions of this Agreement or any applicable Equity Agreement) (i) pursuant to an Approved Sale, (ii) pursuant to any forfeiture or repurchase provisions set forth in any applicable Employment Agreement or Equity Agreement, (iii) pursuant to an Exchange a Restructuring effected pursuant to Section 9.99.8, or (iv) to such Unitholder’s Controlled Affiliates or Permitted Transferees subject to Sections 9.4(c) and (f)so long as such Unitholder retains voting control of such Equity Securities; provided, however, that if such Unitholder Transfers any interests in any Units to a Controlled Affiliate or Permitted Transferee and such Person ceases to be a Controlled Affiliate or Permitted Transferee of such Unitholder, then such Person shall, upon ceasing to be a Permitted TransfereeTransferee or Controlled Affiliate, Transfer such interest back to the Unitholder making such initial Transfer. Except as otherwise expressly provided hereinIf, it shall be at the time of a condition precedent to any proposed Transfer of any Class A Equity Securities, property other than cash, cash equivalents or Marketable Securities has been distributed or paid subject to contingencies or restrictions that affect its Fair Market Value and such property is not considered a Common Unit Cash Outflow, then the Transferring Unitholder shall ensure that constitutes a portion the Transferee will accept such Transferred Equity Securities subject to all of a Combined Unit that, concurrently with such Transfer, such transferring Member shall also Transfer to the transferee a corresponding share of Noneconomic Stock. Any Transfer that is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member Agreement, including the provisions of Units in violation of this Agreement Section 9.2 hereof (and a breach of this Agreement by take all such Member) and shall further action as may be null and void ab initio. The certificate of incorporation of the Public Offering Entity (as amended and advisable in effect from time to time) shall govern the redemption, exchange and conversion of Class B Common Stock or Class C Common Stock, as applicable, to Class A Common Stock or Class D Common Stock, as applicable, and a conversion pursuant to and in accordance with such certificate of incorporation of the Public Offering Entity shall not be considered a “Transfer” for purposes of this Agreementconnection therewith).

Required Consent. No Unitholder shall Transfer (or offer or agree to Transfer) all or any part Without limiting the generality of any interest in any Equity Securities Section 4.1(a), except in compliance with as otherwise expressly contemplated by this Article IX and any other agreement binding upon such Unitholder that restricts the Transfer of Equity Securities (including any Equity Agreement and any underwriter lock-up agreement applicable to such Unitholder). In addition to complying with any other provisions regarding Transfer of Equity Securities set forth herein or in any applicable Equity Agreement, no Unitholder shall (directly and except as provided in Section 4.1 of the Company Disclosure Letter or indirectly through a transfer of such Unitholder’s equity interests) Transfer (or offer or agree as required pursuant to Transfer) all or any part of any interest in any Equity Securities Legal Requirement, without first obtaining the prior written consent of the Manager, Parent (which consent may shall not be withheld in unreasonably withheld, conditioned or delayed), during the Manager’s sole discretion; provided, that such Unitholder may Transfer Equity Securities (without period from the Manager’s prior written consent, but subject to date hereof and continuing until the other provisions earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following: Enter into any new line of business; Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock (except for dividends by a direct or indirect wholly owned Subsidiary of the Company to its parent) or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, other than any such transaction by a wholly-owned Subsidiary of it that remains a wholly-owned Subsidiary of it after consummation of such transaction, in the ordinary course of business consistent with past practice; Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, except repurchases of unvested Common Stock of the Company in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any applicable Equity Agreementsecurities convertible into shares of capital stock or Voting Debt, or subscriptions, rights, warrants or options to acquire any shares of capital stock or Voting Debt or any securities convertible into shares of capital stock or Voting Debt, or enter into other agreements or commitments of any character obligating it to issue any such securities or rights, other than: (A) issuances of Company Common Stock upon the exercise of Company Options existing on the date hereof in accordance with their present terms, (iB) issuance of shares of Company Common Stock to participants in the Company Purchase Plan pursuant to an Approved Salethe terms thereof, and (C) the issuance of Company Options to newly hired employees in the ordinary course of business consistent with past practices; Cause, permit or propose any amendments to the Company Charter Documents or any of the Subsidiary Charter Documents of the Company's Subsidiaries; Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a portion of the assets of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire any assets out of the ordinary course of business; Enter into any binding agreement, agreement in principle, letter of intent, memorandum of understanding or similar agreement with respect to any joint venture, strategic partnership or alliance; Sell, lease, license, encumber or otherwise dispose of any material properties or assets except (A) the sale of Company Products to customers in the ordinary course of business, (iiB) pursuant the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate, to any forfeiture the business of Company and its subsidiaries or repurchase provisions set forth the licenses of current Company Products, in any applicable Employment Agreement or Equity Agreementeach case, in the ordinary course of business and in a manner consistent with past practice and (C) except for (1) Liens for taxes not yet due and payable, (iii2) pursuant statutory Liens securing payments not yet due and (3) Liens that do not materially detract from the value or interfere with the present use of the property subject thereto or affected thereby; Make any loans, advances or capital contributions to, or investments in, any other Person, other than: (a) loans or investments by it or a wholly-owned Subsidiary of it to an Exchange effected pursuant to Section 9.9or in it or any wholly-owned Subsidiary of it, or (ivb) employee loans or advances for travel and entertainment expenses made in the ordinary course of business consistent with past practices; Except as required by GAAP or the SEC as concurred in by its independent auditors, make any change in its methods or principles of accounting; Make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any agreement, settle any claim or assessment in respect of Taxes, consent to such Unitholder’s Permitted Transferees subject any extension or waiver of the limitation period applicable to Sections 9.4(c) and (f)any claim or assessment in respect of Taxes or amend any Return; providedExcept in the ordinary course of business consistent with past practices, howeverenter into any licensing, that if such Unitholder Transfers any interests distribution, sponsorship, advertising, merchant program, or other similar contracts, agreements, or obligations which may not be canceled without penalty by the Company or its Subsidiaries upon notice of 30 days or less or which provide for express payments by or to the Company or its Subsidiaries in an amount in excess of $250,000 in any Units to a Permitted Transferee and such Person ceases to be a Permitted Transferee of such Unitholder, then such Person shall, upon ceasing to be a Permitted Transferee, Transfer such interest back to the Unitholder making such initial Transfer. Except as otherwise expressly provided herein, it shall be a condition precedent to one year or which involve any Transfer exclusive terms of any Class A Common Unit that constitutes kind which are binding on the Company; Cancel or terminate without reasonable substitute policy therefor any material insurance policy naming the Company as a portion beneficiary or a loss payee without notice to Parent; Revalue any of a Combined Unit thatits assets or make any change in accounting methods, concurrently with such Transfer, such transferring Member shall also Transfer to principles or practices other than as required by Legal Requirements promulgated or first effective after the transferee a corresponding share of Noneconomic Stock. Any Transfer that is not in compliance with the provisions of this Agreement shall be deemed a Transfer by such Member of Units in violation of this Agreement (and a breach of this Agreement by such Member) and shall be null and void ab initio. The certificate of incorporation of the Public Offering Entity (as amended and in effect from time to time) shall govern the redemption, exchange and conversion of Class B Common Stock or Class C Common Stock, as applicable, to Class A Common Stock or Class D Common Stock, as applicable, and a conversion pursuant to and in accordance with such certificate of incorporation of the Public Offering Entity shall not be considered a “Transfer” for purposes date of this Agreement; Commence or settle any lawsuit, threat of any lawsuit or proceeding or other investigation by or against the Company or any Subsidiary or relating to any of their businesses, properties or assets, which lawsuit, proceeding or settlement is seeking damages of $50,000 or more; Waive the benefits of, agree to modify in any manner, terminate, release any person from or knowingly fail to enforce any confidentiality, standstill or similar agreement to which Company or any of its subsidiaries is a party or of which Company or any of its subsidiaries is a beneficiary; Except as required by Legal Requirements or Contracts currently binding on the Company or its Subsidiaries, (1) increase in any material manner the amount of compensation or fringe benefits of, pay or grant any bonus, change of control, severance or termination pay to any Employee or director of the Company or any Subsidiary of the Company (other than regular compensation increases for employees in the ordinary course of business consistent with past practices), (2) adopt or amend (except to the extent necessary to maintain the tax-qualified status of such Company Benefit Plan) any Company Benefit Plan or make any contribution, other than regularly scheduled contributions, to any Company Benefit Plan, (3) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of Company Options (other than accelerations as a result of the accelerated vesting of the Company Options contemplated by this Agreement), or reprice any Company Options or authorize cash payments in exchange for any Company Options, or (4) enter into any Employee Agreement or indemnification agreement with any Employee (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable "at will" and other than option agreements in the Company's standard form pursuant to option grants to newly hired employees in the ordinary course of business consistent with past practices) or enter into any collectively bargained agreement; Grant any exclusive rights with respect to any Company Intellectual Property; Enter into or renew any Contracts containing, or otherwise subject the Surviving Corporation or Parent to, any non-competition, non-solicitation, exclusivity, "most favored nations" or other preferential pricing or other material restrictions on the Company or the Surviving Corporation or Parent, or any of their respective businesses, following the Closing; Hire employees other than in the ordinary course of business consistent with past practice or hire officers or directors; Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any arrangement having the economic effect of any of the foregoing, other than in connection with the financing of ordinary course trade payables consistent with past practice or pursuant to existing credit facilities in the ordinary course of business consistent with past practice; Make or commit to make capital expenditures exceeding $100,000 individually or $250,000 in the aggregate that are not provided for in the Company's current operating plan; Modify or amend in a manner adverse in any material respect to the Company, or terminate any Company Material Contract currently in effect, or waive, release or assign any material rights or claims thereunder, in each case, in a manner adverse to the Company; Enter into any Contract requiring the Company or any of its Subsidiaries to pay in excess of an aggregate of $250,000; or Take, commit, or agree in writing or otherwise to take, any of the actions described in Sections 4.1(b)(i) through 4.1(b)(xxiv) hereof, or any other action that would prevent the Company from performing, or cause the Company not to perform in all material respects, its covenants or agreements hereunder.