Common use of Matters Requiring Consent Clause in Contracts

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 the documents required for the purposes of the Acquisition, as matters to be effected by the Company shall not require consent under Clause 8.1 or Clause 8.2 (as the case may be).

Matters Requiring Consent. 8.1 Subject to Clause 8.5, each 10.1 Each of the Shareholders who are a party to this Agreement shall exercise all voting rights and powers of control available to him in relation to the Company to procure that: 8.1.1 (a) for so long as any Preferred Shares are in issue, save with the prior written consent of the Bregal Investorsan Investor Majority, the Company shall not effect or propose any of the matters referred to in Part 1 of Schedule 6; 8.1.2 (b) for so long as any Series A Preferred Shares are in issue, save with the prior written consent of the Eagle Investora Series A Majority, the Company shall not effect or propose any of the matters referred to in Part 2 of Schedule 6; and; 8.1.3 (c) for so long as any Series B Preferred Shares are in issue, save with the prior written consent of the Executive Chairmana Series B Majority, the Company shall not effect or propose any of the matters referred to in Part 3 of Schedule 6 provided always that the consent 6; (d) save with Board Consent, no Group Company shall effect any 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 Part 4 of Schedule 6; and 6 save with Insight Director Consent, Index Director Consent and Founder Consent, no Group Company snail affect any of the matters referred to in paragraph (e) of Part 3 4 of Schedule 6 if there is or continues to be a material breach by 6; (e) save with Founder Consent, the Company shall not effect any member of the Group matters referred to in Part 5 of Schedule 6; and (f) save with Xxxx Capital Director Consent, amend the New Articles where such amendments shall adversely affect die rights attached to the Series A Preferred Shares and/or the A Ordinary Shares held by the Xxxx Capital Investors (and/or any Permitted Transferee of any Xxxx Capital Investor to whom a Xxxx Capital Investor has transferred Shares) whether directly or indirectly, save as part of a Qualifying Fundraising after first consulting with the Executive Chairman of the terms of this Deed, the Executive Chairman’s Supplemental Deed or the ArticlesXxxx Capital Director on any proposed changes. 8.2 10.2 As a separate obligation obligation, severable from the obligations in Clause 8.1, subject to Clause 8.5clause 10.1, the Company agrees that: 8.2.1 (a) for so long as any Preferred Shares are in issue, save with the prior written consent of an Investor Majority, the Bregal Investors, it Company shall not, so far as it is able, not effect or propose any of the matters referred to in Part 1 of Schedule 6; 8.2.2 (b) for so long as any Series A Preferred Shares are in issue, save with the prior written consent of a Series A Majority, the Eagle Investor, it Company shall not, so far as it is able, not effect or propose any of the matters referred to in Part 2 of Schedule 6; and; 8.2.3 (c) for so long as any Series B Preferred Shares are in issue, save with the prior written consent of a Series B Majority, the Executive Chairman, it Company shall not, so far as it is able, not effect or propose any of the matters referred to in Part 3 of Schedule 6 provided always that the consent 6; (d) save with Board Consent, no Group Company shall effect any 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 Part 4 of Schedule 6; and 6 save with Insight Director Consent, Index Director Consent and Founder Consent, no Group Company shall effect any of the matters referred to in paragraph (e) of Part 3 4 of Schedule 6 if there is or continues to be a material breach by 6; (e) save with Founder Consent, the Company shall not effect any member of the Group matters referred to in Part 5 of Schedule 6; and (f) save with Xxxx Capital Director Consent, amend the New Articles where such amendments shall adversely affect the rights attached to the Series A Preferred Shares and/or the A Ordinary Shares held by the Xxxx Capital Investors (and/or any Permitted Transferee of any Xxxx Capital Investor to whom a Xxxx Capital Investor has transferred Shares) whether directly or indirectly, save as part of a Qualifying Fundraising after first consulting with the Executive Chairman of the terms of this Deed, the Executive Chairman’s Supplemental Deed or the ArticlesXxxx Capital Director on any proposed changes. 8.3 Any of 10.3 The Index Director or such other person as the Bregal Investor Directors Index Investors shall nominate in writing to the Board shall be authorised to communicate in writing the consent of the Bregal Index Investors to any of the matters referred to in Part 1 of 10.3 Schedule 6 and/or Part 2 of Schedule 6 and/or paragraph (e) of Part 4 of Schedule 6. 8.4 10.4 The Eagle Insight Director or such other person as the Insight Investors shall nominate in writing to the Board shall be authorised to communicate in writing the consent of the Eagle Investor Insight Investors to any of the matters referred to in Part 2 I of Schedule 6 and/or Part 3 of Schedule 6 and/or paragraph (e) of Part 4 of Schedule 6. 8.5 Matters provided for 10.5 The Xxxx Capital Investors (or any of them) or such other person as the Xxxx Capital Investors may nominate in Clauses 2, 3 and 10.4 of this Deed, writing to the Board shall be authorised to communicate in the MTA or in the documents required for the purposes writing Xxxx Capital Director Consent to any of the Acquisition, as matters referred to be effected by the Company shall not require consent under Clause 8.1 in clauses 10.1(f) or Clause 8.2 (as the case may be10.2(f). 10.6 Any Active Founder or such other person as any Active Founder shall nominate in writing to the Board shall be authorised to communicate Founder Consent on behalf of the relevant Active Founder to any of the matters referred to in Part 5 of Schedule 6 and/or paragraph (e) of Part 4 of Schedule 6. 10.7 For the avoidance of doubt, no consent right set out in this clause 10 shall be asserted by any party in connection with the exercise of any specific right or power of any holder of Shares specifically negotiated and expressly set out in this Agreement, the New Articles or the Registration Rights Agreement.

Matters Requiring Consent. 8.1 5.1 Subject to Clause 8.5clauses 5.3, 5.4, 5.5 5.6 and 5.7 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 that save with the prior written consent of the Bregal InvestorsBoard Approval (including Investor Director Consent), the Company shall not effect or propose any of the matters referred to listed in Part 1 of Schedule 6; 8.1.2 2 (except that only Board Approval and the consent of one Investor Director, rather than Investor Director Consent, shall be required in the circumstances expressly stated in paragraphs 13, 14, 20 and 21 of Part 1 of Schedule 2) and that, save with the prior written consent of the Eagle InvestorInvestor Majority Consent, 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 Articles2. 8.2 As 5.2 Subject to clauses 5.3, 5.4, 5.5, 5.6 and 5.7 and as a separate obligation that is severable from the obligations in Clause 8.1, subject to Clause 8.5clause 5.1, the Company agrees that: 8.2.1 , save with Board Approval (including the prior written consent of the Bregal InvestorsInvestor Director Consent), it shall not, so far as it is able, not effect or propose any of the matters referred to listed in Part 1 of Schedule 6; 8.2.2 2 (except that only Board Approval and the consent of one Investor Director, rather than Investor Director Consent, shall be required in the circumstances expressly stated in paragraphs 13, 14, 20 and 21 of Part 1 of Schedule 2) and that, save with the prior written consent of the Eagle InvestorInvestor Majority Consent, it shall not, so far as it is able, not effect or propose any of the matters referred to in Part 2 of Schedule 6; and2. 8.2.3 5.3 Subject to clause 5.7, the restrictions in this clause 5 and Schedule 2 shall apply to the Company and each member of the Group and accordingly references in this clause and these Schedules to the Company shall be construed as a reference to each member of the Group from time to time. 5.4 Each of the Shareholders shall exercise all voting rights and powers of control available to him in relation to the Company to procure that save with the prior written consent of the Executive ChairmanInvestor concerned, it the Company shall notnot effect any alteration of the New Articles to the extent such alteration affects the specific rights or obligations of any Investor as a holder of Series A Preference Shares, so far as it is ableSeries B Preference Shares, effect Series C Preference Shares, Series C1 Preference Shares or propose Series D Preference Shares or with respect to the Evotec Director, the Novo Director, the SoftBank Director or any of Observer. 5.5 Notwithstanding the matters referred to in Part 3 Schedule 2, the Company undertakes to Celgene that it shall not use the name or logo of Schedule 6 provided always that the consent Celgene or any of the Executive Chairman shall cease to be required pursuant to this Clause 8.2.3 in relation to its Affiliates without Celgene's prior written consent. 5.6 Notwithstanding the matters referred to in paragraphs 5 Schedule 2, the Company undertakes to each of the Subscribers that it shall not (and 6 of Part 3 of Schedule 6 if there is or continues to be a material breach by any shall procure that each other member of the Group shall not), either directly or indirectly, release any announcement containing, or use in advertising, any reference to any such Subscriber or any of their respective Affiliates, as applicable (including any reference to any individual fund or account managed by a Subscriber or any of their respective Affiliates, as applicable), or use any trade name, trademark owned by a Subscriber or any of their respective Affiliates without the relevant Subscriber’s, prior written consent. This restriction does not affect any announcement or circular required by law or any regulatory body or the Executive Chairman rules of any relevant stock exchange, provided that if it is the terms Company that is required by law or any regulatory body or the rules of this Deedany relevant stock exchange, to make an announcement, the Executive Chairman’s Supplemental Deed Company shall in such announcement include only the minimum amount of information in relation to the Subscriber, as is required to comply with law or any regulatory body or the Articlesrules of any relevant stock exchange. 8.3 Any 5.7 Notwithstanding anything in this Agreement to the contrary, including but not limited to clauses 5.1 - 5.3 (inclusive) and Schedule 2, neither Investor Director Consent nor Investor Majority Consent shall be required in connection with any matter undertaken by the Company pursuant to the Equity Facility, including (but not limited to) the allotment and issue of any Series D Preference Shares, and each Shareholder hereby (i) agrees to exercise all voting rights and powers of control available to him to give effect to the Bregal Equity Facility as may be requested by the Board from time to time; and (ii) waives any rights of pre-emption existing under the Act, the New Articles or otherwise with respect to the allotment and issue of Series D Preference Shares pursuant to the Equity Facility. 5.8 Each Investor Directors Director, or such other person as an Investor may nominate (by giving notice in writing to the Company), shall be authorised to communicate in writing 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 its appointing Investor to any of the matters referred to in Part 2 of Schedule 62. 8.5 Matters provided for 5.9 Without prejudice to clause 5.7, an Investor may provide its consent to any of the matters referred to in Clauses 2, 3 and 10.4 of this Deed, Schedule 2 in the MTA following ways: 5.9.1 a document signed (including by electronic means) by such Investor or in by an authorised representative of such Investor; or 5.9.2 an email from a designated authorized officer, specifying the documents required for the purposes title and authority of the Acquisitionsuch officer, as matters to be effected by the Company shall not require of such Investor expressly giving such consent under Clause 8.1 or Clause 8.2 (as the case may be)on behalf of such Investor.