Major Decisions — Shareholders Sample Clauses

Major Decisions — Shareholders. For as long as the holdings of the Founding Shareholders (together with the holdings of their respective Permitted Transferees) in the JV are equal, any of the following matters in respect of the JV Entities may only be determined with the approval of both of the Founding Shareholders regardless of whether such matter might otherwise be deemed to be part of the day-to-day management of either of the JV Entities and regardless of whether such matter might otherwise be deemed to be within the competence of the Board: 9.6.1. Any change in the number or composition of the Board or the method prescribed for appointing the members to the Board. 9.6.2. Any addition to, amendment, revision or other change of or to the organizational or charter documents of any of the JV Entities. 9.6.3. Any change in the capital structure of either of the JV Entities, including, but not limited to, any split or subdivision of stock, the creation of new stock or separate classes of stock, the alteration of rights associated with any class of stock, or the issue of any debenture or loan stock of either of the JV Entities and any recapitalization or reduction in capital structure of either of the JV Entities or any changes in the authorized capital stock of either of the JV Entities and/or any increase in the issued and outstanding shares of capital stock of either of the JV Entities, issuance of any new or additional shares in the JV Company, issuance or authorization for issuance or sale of any of the capital stock of either of the JV Entities. For purposes hereof, the term “stock” shall also mean “partnership interest” as applicable, mutatis mutandis. 9.6.4. The merger, reorganization, or consolidation of either of the JV Entities or the sale or other transfer of all or substantially all of the assets of the JV or obligating itself to do so with or into any other entity. 9.6.5. The making, entry into, or agreement to make or enter into, or amendment of any contract or arrangement between either of the JV Entities or their subsidiaries and any shareholder, officer or director or any entity controlled by, controlling, or under common control with any shareholder, officer or director (other than as provided for in this Agreement). 9.6.6. The appointment and removal of the auditors of any of the JV Entities and the fixing of their remuneration. 9.6.7. The formal approval of the actions by the Board and General Managers as shall be required pursuant to the applicable Articles of Associ...