Actions Requiring Special Consent Sample Clauses

Actions Requiring Special Consent. Notwithstanding anything herein that may be to the contrary, each of the Shareholders undertakes to each other that it shall exercise all its powers in relation to the Company so as to procure (insofar as it is able) that, in addition to any other approvals required by Applicable Law, the Restated Memorandum and the Restated Articles or any equivalent organizational documents of any Group Company, the following matters shall not be effected in relation to the Company or any Group Company, without the unanimous consent of the Shareholders: (a) the amendment, alteration, or repeal of any provision of the Restated Memorandum or Restated Articles, or the constitutional documents of any Group Company; (b) any alteration or reorganization of the share capital or registered capital of the Company or any Group Company, including, without limitation, reduction, consolidation, subdivision or conversion thereof, or the rights in respect of any share capital, but excluding any increase in the share capital; (c) except as provided herein, the payment or declaration of a distribution or dividend, including, without limitation, the redemption or repurchase of any such capital shares; (d) any issuance of capital share of the Company in class other than Ordinary Shares; (e) the merger, amalgamation or consolidation of the Company or any Group Company with any Person, or the sale, lease, exchange, transfer, contribution, Encumbrance or other disposition of all or substantially all of the consolidated assets of the Company or any Group Company (whether in an individual transaction or a series of related transactions), or the purchase or other acquisition of all or substantially all of the assets of another Person, or the reorganization of the Company or any Group Company; (f) any voluntary dissolution, winding-up or liquidation of the Company or any Group Company; (g) except as provided herein, any increase or decrease in the size of the Board or the board of directors or similar governing body of any Group Company; (h) any major corporate or financial commitment, expenditure or cash disbursement on the part of the Company or any Group Company that could result in a variance from the Company Annual Budget of greater than twenty percent (20%); (i) the giving of any guarantee or indemnity by the Company or any Group Company regarding or in connection with any borrowing, other than borrowings by the Company or a Group Company in the normal course of business; (j) any change in ...