Matters Requiring Consent. Notwithstanding any other provision of this Agreement to the contrary, actions or decisions with respect to any of the following matters shall require the prior written consent of the Initial Member:
(a) amendment of this Agreement, the Certificate or other organizational documents of the Company;
(b) the admission of additional Members to the Company;
(c) the voluntary bankruptcy or entering into receivership of the Company;
(d) the sale or exchange, or other disposition or transfer of all or substantially all of the assets of the Company;
(e) approval of any merger, consolidation, exchange or reclassification of interest or shares involving the Company, or any other form of reorganization or recapitalization involving the Company;
(f) the dissolution or liquidation of the Company other than as set forth in this Agreement; and
(g) any approval by the Company of any assignment or other transfer, whether voluntarily, involuntarily or by operation of law, by any person of such person’s rights, obligations or duties under any agreement between such person and the Company, consent to which by the Initial Member may be given or withheld in the sole and absolute discretion of the Initial Member.
Matters Requiring Consent. 6.1 For so long as the MediaOne Group or the TINTA Group hold 15 per cent. or more of the Ordinary Shares in issue for the time being and from time to time (ignoring any Ordinary Shares issued after the date hereof pursuant to or for the purposes of share options), the Company shall not and shall procure that none of its subsidiary undertakings will do, or agree to do, any of the following things without the Required Consent and no Shareholder shall knowingly acquiesce in the doing thereof without the Required Consent:
6.1.1 any material acquisition or disposal outside the ordinary course of the business of the Telewest Group, and for these purposes an acquisition or disposal shall be deemed material and outside the ordinary course of the business of the Telewest Group if it represents a class 2 transaction under the Listing Rules of the London Stock Exchange or the Company intends in any event to announce the acquisition or disposal;
6.1.2 incur any borrowings or indebtedness in the nature of borrowings after (otherwise than under a facility or agreement entered into before) this Agreement becomes unconditional which when aggregated with any borrowings or indebtedness in the nature of borrowings of the Telewest Group so incurred and outstanding at the time being (ignoring intra-group borrowings and indebtedness and borrowings or indebtedness under any facility or agreement for which the Required Consent has already been obtained) exceeds (pound)50 million or, after this Agreement becomes unconditional, grant any security interests in any assets which, when aggregated with other assets of the Telewest Group over which security interests are granted after this Agreement becomes unconditional (ignoring any security interests for which the Required Consent has already been obtained), together have a Fair Market Value of (pound)50 million or more, or agree to any material amendment, supplement or variation of the terms of any borrowings, indebtedness in the nature of borrowings or security interests;
Matters Requiring Consent. Notwithstanding anything herein or in the Certificate of Incorporation to the contrary, the Issuer and its Subsidiaries shall not, directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the actions set forth below without the prior written consent of (i) the AEA Stockholders, to the extent the AEA Stockholders are entitled to designate two (2) AEA Designees as of the date of such proposed action; (ii) the OTPP Stockholder, to the extent the OTPP Stockholder is entitled to designate two (2) OTPP Designee as of the date of such action; and/or (iii) the TCP Stockholder, to the extent the TCP Stockholder is entitled to designate two (2) TCP Designee as of the date of such action, in each case, so long as the number of Shares collectively Beneficially Owned by the AEA Stockholders, the OTPP Stockholder and the TCP Stockholder, as of the date of such proposed action, is at least thirty percent (30%) of the aggregate number of Shares outstanding immediately following the consummation of the IPO:
(a) increase or decrease the authorized number of Directors constituting the Board or the board of directors of any Subsidiary;
(b) terminate or appoint a Chief Executive Officer of the Issuer;
(c) in respect of the Issuer or any of its significant subsidiaries (as such term is defined under Rule 1-02(w) of Regulation S-X), initiate any voluntary election to wind up, liquidate or dissolve or to commence bankruptcy, insolvency, reorganization or relief proceedings or adopt a plan with respect thereto or admit in writing an inability to pay any indebtedness;
(d) acquire or dispose, or agree to acquire or dispose, of any assets or any business enterprise or division thereof, or invest in or enter into, any joint venture, alliance or other strategic or similar transaction, or agree to invest in or enter into any such transaction, for consideration in excess of two-hundred and fifty million ($250.0 million) in any single transaction or series of related transactions; or
(e) enter into or effect a Change in Control.
Matters Requiring Consent. 8.1 Subject to Clause 8.5, each of the Shareholders shall exercise all voting rights and powers of control available to him in relation to the Company to procure that:
8.1.1 save with the prior written consent of the Bregal Investors, the Company shall not effect or propose any of the matters referred to in Part 1 of Schedule 6;
8.1.2 save with the prior written consent of the Eagle Investor, the Company shall not effect or propose any of the matters referred to in Part 2 of Schedule 6; and
8.1.3 save with the prior written consent of the Executive Chairman, the Company shall not effect or propose any of the matters referred to in Part 3 of Schedule 6 provided always that the consent of the Executive Chairman shall cease to be required pursuant to this Clause 8.1.3 in relation to the matters referred to in paragraphs 5 and 6 of Part 3 of Schedule 6 if there is or continues to be a material breach by any member of the Group or the Executive Chairman of the terms of this Deed, the Executive Chairman’s Supplemental Deed or the Articles.
8.2 As a separate obligation severable from the obligations in Clause 8.1, subject to Clause 8.5, the Company agrees that:
8.2.1 save with the prior written consent of the Bregal Investors, it shall not, so far as it is able, effect or propose any of the matters referred to in Part 1 of Schedule 6;
8.2.2 save with the prior written consent of the Eagle Investor, it shall not, so far as it is able, effect or propose any of the matters referred to in Part 2 of Schedule 6; and
8.2.3 save with the prior written consent of the Executive Chairman, it shall not, so far as it is able, effect or propose any of the matters referred to in Part 3 of Schedule 6 provided always that the consent of the Executive Chairman shall cease to be required pursuant to this Clause 8.2.3 in relation to the matters referred to in paragraphs 5 and 6 of Part 3 of Schedule 6 if there is or continues to be a material breach by any member of the Group or the Executive Chairman of the terms of this Deed, the Executive Chairman’s Supplemental Deed or the Articles.
8.3 Any of the Bregal Investor Directors shall be authorised to communicate the consent of the Bregal Investors to any of the matters referred to in Part 1 of Schedule 6.
8.4 The Eagle Director shall be authorised to communicate the consent of the Eagle Investor to any of the matters referred to in Part 2 of Schedule 6.
8.5 Matters provided for in Clauses 2, 3 and 10.4 of this Deed, in the MTA or in ...
Matters Requiring Consent. 4.1 At all times prior to a Qualified IPO and for so long as the Investors, together with their transferees under Permitted Transfers hold in aggregate no less than the lower of (i) 50% of their percentage interest of shareholdings held upon the date of this Agreement (whether converted or not) or (ii) 5% of the Equity Share Capital, the Company and the Shareholders shall use their respective rights and powers, whether as shareholder, director or otherwise to procure, that no Group Member shall do or agree to do any of the following matters unless with the prior consent (such consent (or refusal) not to be unreasonably delayed) of any one of the Investors:
4.1.1 the entering into any merger or consolidation of any Group Member with one or more entities;
4.1.2 the liquidation, winding up or dissolution of any Group Member, or the filing of bankruptcy or similar proceedings;
4.1.3 the disposal of any assets or property (other than in the ordinary course of business) owned by any Group Member of a total value per transaction of more than RMB100 million;
4.1.4 any amendments (by merger or otherwise) to any Group Member's articles of association or other constitutional documents save for any incidental amendments required to be made to the articles of association of the PRC Company in connection with operating matters in the ordinary course of business, provided that the scope or consequences of such amendments are not likely to directly or indirectly circumvent or alter the rights of the Investors or the approval rights of the Investors hereunder;
4.1.5 any repurchase or redemption of the equity of any Group Member other than a redemption of the Convertible Redeemable Preference Shares or a repurchase of any Conversion Shares as agreed upon by the Investor;
4.1.6 the issuance of, or any action that reclassifies any Equity Share Capital or Ordinary Share Equivalents into, shares having preferences or priority as to dividends or assets senior or pari passu to the Convertible Redeemable Preference Shares;
4.1.7 the issuance of any Equity Share Capital or Ordinary Share Equivalents other than in connection with (i) an IPO, (ii) an acquisition of minority interests in the1 PRC Company or (iii) pursuant to the exercise of options granted under any share incentive schemes approved by the Board and any one of the Investors provided that in each case such issuance would not otherwise require the consent of any one of the Investors pursuant to Clauses 4.1.6 or 4.1.12;
4...
Matters Requiring Consent. 12.1 Each of the Initial Shareholders undertakes to the Investor Majority to procure that, insofar as it is in their power to do so, the Company and each member of the Group shall not take:-
(a) any of the actions set out in Clause 12.2 below without the prior written consent of the Investor Majority; and
(b) any of the actions set out in Clause 12.3 below without the prior written consent of each of the Investor Directors, (together, the “Reserved Matters”)
12.2 The Reserved Matters referred to in Clause 12.1
(a) are as follows:
(a) the allotment, issue, redemption or purchase of any shares or loan capital or instrument carrying rights of conversion into share or loan capital or securities or grant to any person of any option (or varying the terms of any option already granted), warrant or right to call for the issue of any shares or loan capital or instrument carrying rights of conversion into share or loan capital or securities or increase or reduction of its authorised or issued share capital or reorganisation, sub division, consolidation, redesignation or other variation of its share capital in any way, or reduction of the amount, if any standing, to the credit of the share premium account or capital redemption reserve or any other reserve of the company;
(b) any alteration of its Memorandum or Articles of Association (including adoption of a new Memorandum or Articles of Association), or the passing of any special resolution or the passing of any resolution for the winding-up of the member of the Group and any alteration to the rights attaching to the ‘A’ Shares;
(c) the sale, disposal or transfer of the whole or substantially the whole of its business and/or the assets;
(d) the entry into or making or otherwise permitting to occur of any sale, transfer, lease, licence (whether exclusive or not) or other periodic agreement or agreement for sale, transfer, lease, licence or other disposition of the whole or a substantial part of its business or undertaking or of any of its assets having a book or market value in excess of EUR100,000 or the disposal of any share in the capital of any Group Company, whether by a single transaction or by a series of transactions;
(e) a Sale or Listing;
(f) the acquisition of the Company by any person by means of a merger, consolidation or re-organisation;
(g) a Qualified Liquidity Event;
(h) the transfer of any Shares which would result in a Change of Control;
(i) the entering into any agreement which grants registration...
Matters Requiring Consent. (a) Buyer undertakes to Xxxxxxx (if and to the extent permitted by law, for which purpose each paragraph of this Section 10.3 shall be a separate undertaking by Buyer) that it shall not, and MSP undertakes (if and to the extent permitted by law) to procure that Buyer shall not, without the prior consent of Xxxxxxx (which shall be deemed to be given if the Xxxxxxx Director votes in favour of the matter concerned at a Board meeting of Buyer), do any of the following matters:
(i) alter the memorandum or articles of association of Buyer;
(ii) subject to Section 10.4(b), vary or increase the issued share capital of Buyer, or issue or grant any option, warrant or other right to subscribe for shares or securities convertible into shares in the capital of Buyer (otherwise than as envisaged in this Agreement);
(iii) make any distribution or dividend payment, or make a return to members of a capital nature including any distribution out of capital profits or capital reserves or out of profits or reserves arising from a distribution of capital profits or capital reserves by Buyer;
(iv) enter into any contract or arrangement with TMW or any of its Affiliates, or permit any of the Acquired entities to enter into any such contract or arrangement, other than an arms’ length terms;
(v) acquire (itself or through one of the Acquired Entities) any company or shares, or the business and assets of any third party, where the consideration for such acquisition when aggregated with other such acquisitions since Closing is in excess of £35 million;
(b) Xxxxxxx hereby acknowledges that TMW (and any of its Affiliates) may:
(i) incur professional advisors fees (including reasonable legal fees) in respect of the administration of the Buyer Group;
(ii) incur costs and expenses (including bona fide travel and out of pocket expenses) on behalf of the Directors of Buyer appointed by MSP; and
(iii) provide accounting, information technology, insurance and risk management and other similar ordinary course of business services to the Buyer Group;
(iv) second employees to the Buyer Group; and that TMW (and any of its Affiliates) shall be permitted to recharge to the Buyer (or the relevant member of the Buyers Group) such bona fide fees, costs, expenses and services and the remuneration, benefits, expenses (including bona fide travel expenses) and fees that it pays to employees seconded to the Buyers Group, and such recharges shall constitute arms’ length arrangements and shall not require Xx...
Matters Requiring Consent. 8.1 Each of the Managers, the Investors, the Independent Investor and the Wellington Entities agrees that the following acts, unless required by this Agreement, shall not be carried out without the written consent of the holders of at least the Relevant Percentage at the time of the voting power of Ordinary Shares (taking into account the provisions of Bye-Laws 136 and 137 of the Bye-Laws) in issue and they shall each use their respective rights and powers as a director, shareholder or otherwise to procure so far as he, she or it is able that no such act is carried out unless such consent has been given:
Matters Requiring Consent. Matters for which the consent of IPMD shall be required shall include, but are not limited to the approval of hiring plans, financial budgets, business plans and market plans, approval of audited accounts and changes in management. ULURU must approve any transactions, by prior written consent, that involve an affiliate of IPMDs.
Matters Requiring Consent. Matters for which the consent of Mxxxxx Holding shall be required shall include, but are not limited to the approval of hiring plans, financial budgets, business plans and market plans, approval of audited accounts and changes in management. ULURU must approve any transactions, other than operational transactions that occur in the due course of business, by prior written consent, that involve an affiliate of Mxxxxx Holdings.
