Common use of Supermajority Voting Requirements Clause in Contracts

Supermajority Voting Requirements. (a) In addition to any other actions or approvals required under this Agreement, Law, the Operating Agreement, the Charter or the Bylaws, the following actions (including the entry into any agreement, contract or commitment to take any such action) by the Company or any of its Subsidiaries will require the approval of each of Sprint, Intel, and the Strategic Investor Representative on behalf of the Strategic Investor Group so long as Sprint, Intel or the Strategic Investor Group, respectively, has a Percentage Interest of at least 5%. (i) any amendment to the Bylaws (other than amendments that are ministerial in nature and do not directly or indirectly adversely affect the rights of the Equityholders), the Charter or the Operating Agreement; (ii) changing the size of the Board from the size contemplated by Section 2.1(a); (iii) any Bankruptcy of the Company or any material Subsidiary of the Company; (iv) any material capital restructuring or reorganization of the Company or any material Subsidiary of the Company, except that the foregoing will not include any financing transaction of the Company or its Subsidiaries in the ordinary course of business (including a public or private issuance of any debt or equity securities in the ordinary course of business); (v) the liquidation, dissolution or winding up of the Company or the LLC; (vi) any conversion, election or other action of or affecting the LLC or any material Subsidiary of the LLC that would cause any such entity to be taxed as a corporation for U.S. federal income tax purposes; and (vii) any issuance, or entry into any agreement to issue or otherwise obligate the Company or the LLC to issue, after the Effective Date of this Agreement, shares of Class B Common Stock or Class B Common Units, other than (A) in connection with a Recapitalization Event or as required under the Transaction Agreement or (B) shares of Class B Common Stock issued to Sprint under Section 2.13(e) or (f). (b) The actions described in clauses (i) and (ii) of Section 2.7(a) will also require the approval of Eagle River if (i) Eagle River and its Permitted Transferees own at least 50% of the Eagle River Original Shares, and (ii) the action in question would uniquely or disproportionately adversely affect Eagle River or the public stockholders of the Company, or the Company as a Member of the LLC, in any material respect as compared to the impact of the action on Sprint, Intel and the Strategic Investors as stockholders of the Company and members of the LLC. (c) In addition to any other action or approval required under this Agreement, the Operating Agreement, Law, the Charter or the Bylaws, the written approval of the applicable Consenting Equityholder(s) (as defined below) will be required for the following actions (including the entry into any agreement, contract or commitment to take any such action): (i) any transaction (or series of related transactions) that would result in the sale or other transfer of more than the Specified Percentage of the consolidated assets of the Company and its Subsidiaries, as reflected in the most recent audited financial statements of the Company and its Subsidiaries, to any Restricted Entity of the applicable Consenting Equityholder(s), or (ii) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction or issuance of capital stock of the Company or any of its Subsidiaries with or to a Restricted Entity of the applicable Consenting Equityholder(s) that constitutes a Change of Control of the Company or any of its Subsidiaries.