Matters Requiring Consent of the Investors Sample Clauses
Matters Requiring Consent of the Investors. 4.1 Notwithstanding anything to the contrary contained in this Agreement or the Constitution or any applicable law, the Shareholders and the Company shall each take all steps necessary to ensure that none of the Group Companies shall carry out any of the following actions, and no affirmative Board or Shareholder’s resolution shall be adopted to approve or carry out the same, unless the Director appointed by AOF has or the Investors have, as the case may be, voted in the affirmative of such action:
4.1.1 any amendment, modification or change of any rights, preferences, privileges, liabilities or powers of, or any restrictions provided for the benefit of, the Shares;
4.1.2 any action that authorises, creates or issues Shares of any class having preferences superior to or on a parity with the Shares, whether in terms of voting rights or of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or distribution of the Company;
4.1.3 any new issue or new allotment of any shares, securities or equity interest in any Group Company that would dilute the respective percentage ownership of any shareholder, other than the allotment of no more than 117,000 Shares to The Applied Research Council contemplated at the date hereof;
4.1.4 any issue or grant of any warrants, options or similar rights conferring on any person a right to acquire any shares, securities or equity interest in any Group Company, other than the Reorganisation Issue and the allotment of Shares to The Applied Research Council referred to in clause 4.1.3;
4.1.5 any action that reclassifies or converts any issued or outstanding shares of the Company into shares having preferences superior to or on a parity with the preference or priority of the Shares, whether in terms of voting rights or of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or distribution of the Company;
4.1.6 any amendment, modification or change of the Constitution, this Agreement and/or the memorandum or articles of association or other similar documents of any of the Group Companies;
4.1.7 any merger, sale or consolidation of the Company with one or more corporations as a result of which the shareholders of the company after such merger, sale or consolidation will not hold securities representing a majority of the voting power of the outstanding securities of the surviving or resulting company;
4.1.8 the sale or Disposal of or creation of any Encumbrance over ...