Control over Cyber One actions Clause Samples

Control over Cyber One actions. (a) Any requirement in this document that the New Cotai Parties use their commercially reasonable endeavours (or any similar wording) to procure any Cyber One Group Company or any of their respective directors, officers or employees does, or refrains from doing, any action means that the New Cotai Parties shall, where applicable, do the following and does not require anything more: (i) exercise their rights under the 2006 JV Agreement to veto, consent to, approve or authorise that action (as applicable); (ii) procure that the directors appointed by it (in the case of New Cotai only) to the board of the relevant Cyber One Group Company do, or refrain from doing, that action (as applicable) including execute any document (in each case, subject to their fiduciary duties); (iii) vote the shares held by it (in the case of New Cotai only) in the Company to veto, consent to, or approve, that action; and (iv) exercise its rights as shareholder (in the case of New Cotai only) under the Memorandum and Articles of Association of the Company not to grant any consent, approval, waiver, authority or power to do that action. (b) Without limiting clause 1.4(a), the parties acknowledge that the New Cotai Parties do not control the Cyber One Group and, therefore, are not able, on their own, to procure any Cyber One Group Company to take a particular action.