Common use of Specified Matters Clause in Contracts

Specified Matters. The following matters are designed to protect the Common Members and Profits Members from a substantial change in operations that would be viewed as outside the ordinary course of operating business. Notwithstanding anything to the contrary in this Agreement, but subject to Section 11.04(e), any of the following actions, whether undertaken by the Company or any of its Subsidiaries, in any single transaction or series of related transactions (collectively, the “Specified Matters”), in each case following the Restatement Date, shall require the prior unanimous approval (and the Company and its Subsidiaries shall not take any such action without having obtained such unanimous approval) of the Board by vote or written consent in accordance with Section 9.04(a) and, solely if applicable, any Transferee who is the recipient of any applicable transferred consent rights pursuant to Section 11.04(e) (in writing): (i) any incurrence, assumption or guarantee by the Company or its Subsidiaries of indebtedness for borrowed money that (in each case, other than any such indebtedness described under clauses (1) and (2) below), is (x) in excess of Fifty Million Dollars ($50,000,000) with respect to any individual transaction or (y) when taken together with all other indebtedness for borrowed money incurred after the Restatement Date over any three year period and outstanding as of the time of such incurrence, assumption or guarantee is in excess of One Hundred Fifty Million Dollars ($150,000,000) in the aggregate, other than (1) drawdowns or paydowns under the Revolving Credit Facility, or (2) the refinancing or replacement of the Revolving Credit Facility, provided that the revolving total commitment under such refinanced or replacement credit facility does not exceed the Revolving Commitment (as defined in the Revolving Credit Facility) as of the date hereof in which case the amount of such excess shall be taken into account in determining whether the Fifty Million Dollars ($50,000,000) and One Hundred Fifty Million Dollar ($150,000,000) thresholds set forth herein has been exceeded; (ii) the creation, sale or issuance of any Equity Securities, including the reclassification of other securities into Equity Securities, other than (A) in connection with an IPO Demand Right or IPO approved by the Board in accordance with this Agreement, or otherwise pursuant to an IPO Demand Exercise (B) Earn-Out Funding Units issued to the WME Member in accordance with the terms hereof, (C) an exchange of membership interests, in each case, on arm’s length or superior terms from the perspective of the Company (including, for clarity, a one-for-one exchange of corresponding equity securities), of (x) the UFC Co-Invest Member, or (y) UFC Management Holdco, held by the respective members thereof, for Equity Securities of the Company, in each case, in accordance with the terms hereof, (D) in connection with the issuance of any Common Units pursuant to the exercise of Warrants, and (E) issuances of Profits Interests from the Initial Profits Units Pool or issuances pursuant to the Future Incentive Award Agreement (which Future Incentive Award Agreement shall not be amended or otherwise modified without the unanimous approval of the Board hereunder); provided, that (1) issuances from the Initial Profits Units Pool to ▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and/or their Related Persons in the aggregate (as adjusted for splits, combinations and the like) in excess of 57,668 Profits Units (it being understood that an aggregate of 34,597.03 Profits Units are held by such Persons as of the Second Amendment Date, and following the grant of 23,070.97 Partial Catch-Up Profits Units from the Initial Profits Units Pool to ▇▇▇▇▇ ▇▇▇▇▇▇▇, an aggregate of 57,668 Profits Units (including 23,070.97 Partial Catch-Up Profits Units) will be held by such Persons as of immediately following such grant (without giving effect to any issuances that may be made to ▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the Future Incentive Award Agreement)) and (2) other issuances of Equity Securities, in each case of clauses (1) and (2), other than issuances pursuant to the Future Incentive Award Agreement to ▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or his Related Persons, shall require the prior unanimous approval of the Board; (iii) any redemptions, repurchases or other acquisitions by the Company or any of its Subsidiaries of any Equity Securities of the Company or any of its Subsidiaries (other than redemptions, repurchases or other acquisitions that (w) are pursuant to Section 10.06 or Section 10.07, (x) are required to be made by the Company or any of its Subsidiaries of any Class P Unit in accordance with Annex A hereto, (y) are made by the Company of any Equity Securities held by Members who are terminated service providers or terminated employees of the Company or (z) are (A) an exchange of membership interests of (1) the UFC Co-Invest Member, or (2) UFC Management Holdco, held by the respective members thereof, for Equity Securities of the Company, in each case, on arm’s length or superior terms from the perspective of the Company (including, for clarity, a one-for-one exchange of corresponding equity securities), or (B) in connection with the issuance of any Common Units pursuant to the exercise of Warrants in accordance with the terms thereof) that have not been offered on the same terms and conditions to each of the Members (other than Class P Members, Profits Members and Members who are terminated service providers or terminated employees of the Company) on a pro rata basis in accordance with such Member’s Percentage Interest (excluding for this purpose, from both the numerator and the denominator, Profits Units and Units held by Members who are terminated service providers or terminated employees of the Company); (iv) any Liquidation or dissolution of the operations of the Company (which shall be conducted in accordance with Article XIII), other than pursuant to an IPO or Sale Transaction, and any assignment for the benefit of creditors, consent to the appointment of a custodian, receiver, trustee or liquidator with similar powers or any filing or commencement of proceedings under bankruptcy or insolvency laws; (v) making any distribution in respect of Membership Interests other than distributions pursuant to Section 7.03(d), Section 7.03(g)(ii) and Annex A attached hereto; (vi) any acquisition by the Company or any of its Subsidiaries of any operating business, whether by merger, acquisition, purchase of all or substantially all of the assets thereof or otherwise, or any investment by the Company or any of its Subsidiaries in any Person (other than any of its Subsidiaries), in each case, for aggregate consideration payable by the Company or any of its Subsidiaries in excess of (i) with respect to any single transaction, Fifty Million Dollars ($50,000,000), or (ii) with respect to all such acquisitions in any thirty-six (36) complete calendar month period, One Hundred Fifty Million Dollars ($150,000,000) in the aggregate; (vii) (A) any sale of any operating business by the Company or any of its Subsidiaries for aggregate consideration in excess of (i) with respect to any single transaction, Fifty Million Dollars ($50,000,000), or (ii) with respect to all such sales in any thirty-six (36) complete calendar month period, One Hundred Fifty Million Dollars ($150,000,000) in the aggregate, (B) any Sale Transaction (other than an Approved Company Sale pursuant to Section 10.05) and/or (C) any determination to effect an IPO or IPO Conversion or other matters in connection therewith (other than an Approved IPO and any IPO Conversion in connection therewith pursuant to Section 9.07 and/or Section 11.01); (viii) notwithstanding any item set forth on the annual budget of the Company and its Subsidiaries, the incurrence of (A) Operating Expenses in a Fiscal Year in excess of an aggregate amount equal to 132.5% of the aggregate amount of Operating Expenses for the immediately preceding Fiscal Year, (B) Capital Expenditures in any Fiscal Year in excess of an aggregate amount equal to 150% of the Capital Expenditures for the immediately preceding Fiscal Year (excluding for purposes of this clause (B) any Capital Expenditures in connection with the development of the Mixed Use Building) and (C) any expenditures relating to the development of the Mixed Use Building in excess of $85,600,000; (ix) any material changes to the nature of the Company’s and its Subsidiaries’ business, taken as a whole; (x) any settlement or compromise of any suit, action or legal, administrative, regulatory or arbitral proceeding outside of the ordinary course of business that is primarily defensive that either (A) would require payments by the Company or any of its Subsidiaries in excess of Twenty Million Dollars ($20,000,000) in the aggregate or (B) imposes a material limitation or obligation on the operation of, or otherwise imposes a material equitable remedy against, the Company and/or any of its Subsidiaries, including in any event the class action litigation set forth on Schedule 6.01(c)(x) hereto (or any other putative class action litigation commenced after the Restatement Date with similar allegations); (xi) (A) any change to the size of the Board or any change of the scope of authority of the Board or (B) delegation of authority to approve any Specified Matters or any other matters expressly requiring unanimous approval of the Board herein or an IPO or Sale Transaction, to any committee of the Board; (xii) material changes to the Company’s tax elections or tax allocation methods that would have a material adverse impact on a Rollover Member or Restatement Date Member; (xiii) any change to the Company’s auditors; (xiv) any change to the Fiscal Year of the Company; and (xv) any Related Party Transaction (it being understood that (A) the performance of any covenants and/or obligations under the Transaction Fee Agreement, including the payment of a transaction fee in the amount of Ten Million Dollars ($10,000,000) to each of the Sponsor Members on or promptly following the Restatement Date, (B) the fulfillment by the Company of its indemnification and other obligations to any Covered Person pursuant to Section 12.02 and (C) the exercise by the Company or a Member of any other rights under this Agreement (including Section 10.02(d)) shall not be deemed a Related Party Transaction); provided, that any matter expressly permitted pursuant to any subsection of this Section 6.01(c) shall not constitute a Specified Matter under any other subsection of this Section 6.01(c). For the avoidance of doubt, this proviso shall not apply to any Related Party Transaction not otherwise permitted under Section 9.01(c)(xv) of this Agreement.