ENTRENCHED PROVISIONS Sample Clauses

ENTRENCHED PROVISIONS. Each of Funding, the Issuer and the Security Trustee acknowledge and agree that Funding may from time to time enter into New Intercompany Loan Agreements subject to the provisions of Clause 2 (The Intercompany Loans) of these Intercompany Loan Terms and Conditions. If Funding intends to enter into a New Intercompany Loan Agreement then the provisions of these Intercompany Loan Terms and Conditions may be varied (with the consent of the parties to these Intercompany Loan Terms and Conditions) in the Intercompany Loan Confirmation to the extent necessary to reflect the terms of that New Intercompany Loan PROVIDED THAT no variation shall be made to any of the following terms without the prior written consent of the Funding Secured Creditors and the Rating Agencies: (a) the Payment Dates; (b) Clause 4 (Limited Recourse); (c) Clause 9 (Taxes); and (d) Clause 18.5 (Security Trustee).

ENTRENCHED PROVISIONS. Notwithstanding anything to the contrary in the AGREEMENT or the Articles of Association of the COMPANY contained, no decision shall be made and no action shall be taken in regard to any matter set forth hereafter by the COMPANY or by any director except in terms of an unanimous resolution of the full BOARD, in the absence whereof the matter in issue shall be referred for decision to a properly convened and constituted general meeting of the and which shall require the unanimity of the SHAREHOLDERS [save where there are more than 2 (two) SHAREHOLDERS, in which event it shall require the approval of members holding in the aggregate not less than 75% (seventy-five per centum) of the total issued share capital of the COMPANY] to be effective:- 21.1 any variation, amendment or alteration to the memorandum or articles of association of the COMPANY or the capital structure thereof save as may be provided in the to the contrary; 21.2 the voluntary liquidation of the COMPANY; 21.3 any material change in the accounting policy as used for the audited financial statements of the COMPANY; 21.4 the issue of any shares (or convertible instruments of debt - irrespective of the format thereof) by the COMPANY, whether or not pursuant to a rights issue or the creation of any share trust or otherwise; 21.5 the acquisition or incorporation by the COMPANY of any direct or indirect subsidiaries; 21.6 the cessation or variation of any material aspect of the business of the COMPANY; 21.7 the granting of any share options or the conclusion of any profit-sharing arrangements by the COMPANY not identified in the annual business plan and budget such as, inter alia, bonus and other staff incentive schemes; 21.8 the appointment or removal of the AUDITORS save for the initial appointment as provided in clause 13.1 supra; 21.9 the appointment and removal of any director of the COMPANY; 21.10 the appointment and removal of any member of any Executive Committee; 21.11 the DISPOSITION of any major asset of the COMPANY; 21.12 the listing of the COMPANY on any recognised Stock Exchange; 21.13 the repayment of any LOAN ACCOUNT in the absence of any written agreement to the contrary; and 21.14 the DISPOSITION of the controlling interest in any SHAREHOLDER as provided in clause 23.3 infra.

ENTRENCHED PROVISIONS. Each of Funding, the Issuer and the Security Trustee acknowledge and agree that Funding may from time to time enter into New Intercompany Loan Agreements subject to the provisions of Clause 2 (The Intercompany Loans) of these Intercompany Loan

ENTRENCHED PROVISIONS. Each of Funding 1, the Issuer, the Issuer Security Trustee and the Funding 1 Security Trustee acknowledge and agree that Funding 1 may from time to time enter into New Intercompany Loan Agreements and that the obligations of Funding 1 to repay Loan Tranches made under this Agreement will rank pari passu with the obligations of Funding 1 to repay any such other loans made under such New Intercompany Loan Agreements. If Funding 1 intends to enter into a New Intercompany Loan Agreement then the provisions of this Agreement may be varied (with the consent of the parties to this Agreement to the extent necessary to reflect the terms of such New Intercompany Loan Agreement) in accordance with clause 12 of the Funding 1 Deed of Charge PROVIDED THAT no variation shall be made to any of the following terms without the prior written consent of the Issuer: (a) the Funding 1 Interest Payment Dates; (b) the determination of the Loan Tranche Rates of Interest; (c) Clause 5 (Limited Recourse); (d) Clause 8 (Repayment); and (e) Clause 10 (Taxes).

ENTRENCHED PROVISIONS. 9.1 The parties agree that, unless Shareholders holding not less than 75% of the shares in the issued share capital of the Company vote in favour of the appropriate resolution, the Shareholders and/or the Directors shall not - 9.1.1 amend the Articles; 9.1.2 sell, alienate or pledge all or any of the assets of the Company or the rights belonging thereto or connected therewith; 9.1.3 change the nature of the business of the Company or carry on any other business which is not directly related to the business of the Company; 9.1.4 wind-up the Company on a voluntary basis; 9.1.5 create third party debts, debentures, liens or encumbrances; 9.1.6 mortgage, pledge or otherwise encumber the assets of the Company; 9.1.7 change the Auditors; 9.1.8 purchase any business or asset, other than in the ordinary, normal and regular course of the business of the Company, or enter into any lease in terms of which any item will be leased, otherwise than in the ordinary, normal and regular course of the business of the Company; 9.1.9 enter into any lease of movable or immovable property (save for that of rental of office premises) in terms of which the total rental payable is in excess of R 10 000,00 per month; 9.1.10 enter into, extend, renew or modify any long-term (exceeding 6 months) contracts, other than in the normal, ordinary and regular course of the business of the Company and any unusual or onerous contract; 9.1.11 subscribe for or purchase shares or debentures issued by any company or other body corporate; 9.1.12 enter into any transaction outside the normal, ordinary and regular course of its business; 9.1.13 suspend or cease or abandon any business or part thereof carried on by the Company; 9.1.14 furnish any suretyship or guarantees for the obligations of any third party; 9.1.15 issue any indemnities by the Company or undertaking of any other similar obligations; 9.1.16 institute any legal proceedings of any nature whatsoever other than those arising in the ordinary, normal and regular course of the business of the Company; 9.1.17 change the basis of accounting which was used by the Company for its previous accounting periods; 9.1.18 change the financial year of the Company; 9.1.19 employ or dismiss any executive or employee of the Company; 9.1.20 pay any bonus or increase in salary to any employee of the Company; 9.1.21 permit any borrowings by the Company; 9.1.22 dispose of assets other than in the ordinary and regular course of the business of the Company (sub...

ENTRENCHED PROVISIONS. Notwithstanding anything to the contrary contained in this Agreement, the Manager nor any of its Affiliates shall engage in any of the following acts, procedures or matters except with the prior written approval of the Owner: (a) The establishment and opening of new lines of business as agent for the Owner except those directly related to the operation of the Resort. (b) The purchase or sale of assets not provided for in any budget approved by the Owner. (c) Borrowing, providing of guarantees or indemnities otherwise than in the ordinary course of the Business. (d) The appointing of the Owner’s lawyers or accountants.

ENTRENCHED PROVISIONS. 7.1 Notwithstanding anything to the contrary contained in this Agreement Manager shall not engage in, agree not to perform or undertake any of the acts, procedures or matters referred to in Article 7.2, except with the prior written approval of Owner. 7.2 The acts, procedures and matters referred to in Article 7.1 are the following: - 7.2.1 the establishment and opening of new lines of business as agent for the Owner except those directly related to the operation of the Property; 7.2.2 the purchase or sale of assets not provided for in any budget approved by Owner. 7.2.3 the incurring of borrowings as agent for Owner not provided for in any budget approved by the Owner; 7.2.4 the issuing and entering into any guarantees, indemnity or suretyship of whatsoever nature in respect of the Property and the related facilities; 7.2.5 the pledging, mortgaging, hypothecating or encumbering of any assets of the Owner; 7.2.6 the hiring of the Property General Manager and the Property Controller and the termination of the services of either of them; 7.2.7 making any loan other than normal credit allowed to guests and other customers in the ordinary and usual course of business; 7.2.8 demolishing, removing, scrapping, selling or disposing of any item forming part of the Property and the related facilities, their furnishing, fixture, furniture, equipment or motor vehicles other than in the ordinary and usual course of business; 7.2.9 the appointing of the Property's lawyers and external auditors; and 7.2.10 the hiring of any employee whose total emoluments (including without limitation salary and other benefits) exceed seventy five thousand U.S. Dollars ($75,000) per annum.