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; 4.1.8 any amendments (by merger or otherwise) to the rights, preferences, privileges or powers of the Convertible Redeemable Preference Shares; 4.1.9 the retention of any external professional advisor other than a Big 4 accounting firm to provide Tax advisory services to the Group or to assist in the preparation of Tax returns; 4.1.10 the entry into any transaction or series of related transactions by any Group Member, which has as an objective and/or the effect of securing a Tax benefit; 4.1.11 any Tax-motivated restructuring of the Group or of the business, operations or practices thereof; 4.1.12 the adoption of any share option or share incentive scheme or employee share trust or share ownership plan; and 4.1.13 any transaction or series of transactions in excess of RMB2 million by any Group Member with a Major Shareholder (or any of its Associates or Family Members) or a director of a Group Member or an Associate of any such director. For the avoidance of doubt the Investors' holdings for the purpose of this Clause 4.1 shall include any Convertible Redeemable Preference Shares which are subject to a redemption demand pursuant to a Redemption Notice (as defined ins' the Articles) until such Redemption Notice has been satisfied in full. 4.2 Prior to a Qualified IPO, for so long as the Audited Net Income in any financial year is less than RMB500 million the prior consent (such consent (or refusal) not to be unreasonably delayed) of any one of the Investors is required in relation to the matters referred to below, save that if the Audited Net Income for any financial year exceeds RMB500 million, from the time that such Financial Statements are released to the Investors in accordance with Clause 2.1 the prior consent of any one of the Investors shall not be required in relation to any of the matters referred to below and no prior consent is required to be obtained in relation to such matters unless the Audited Net Income falls below RMB500 million for two consecutive financial years and in which case the prior consent of any one of the Investors in relation to the matters referred to below is required from the date in the following financial year on which the Financial Statements are released to the Investors in accordance with Clause 2.1; 4.2.1 the declaration of dividends or any distribution made with respect to any equity security by any Group Member in respect of any financial year commencing 1 January 2005 or thereafter of more than 60% of such Group Member's Audited Net Income (as shown in the Financial Statements) of that year; 4.2.2 the taking out of any loan or the incurrence of any indebtedness by the Group or a Group Member in excess of RMB 100 million, whether in a single transaction or a series of related transactions which occur within a three-month period; 4.2.3 any capital commitment with an aggregate value in excess of RMB100 million, whether in a single transaction or a series of related transactions, by any Group Member unless such commitment has already been specifically approved; 4.2.4 any Group Member making any acquisition or disposal of or relating to any Intellectual Property Rights with a value attributable to such right in excess of RMB100 million or more; 4.2.5 any change in any Group Member's auditors; 4.2.6 any material changes to any Group Member's business plan previously approved by the Board; 4.2.7 the granting of any security over any material assets of the Group or extending a loan to or guaranteeing any loans for any person which is not a Group Member, or 4.2.8 the making of any loan or advance to any person, firm, body corporate or other business other than in the normal course of business and on an arms' length basis.
Appears in 1 contract
Samples: Shareholders' Agreement (Mindray Medical International LTD)
Matters Requiring Consent. 4.1 At all times prior to a Qualified IPO and for so long as 12.1 Each of the Investors, together with their transferees under Permitted Transfers hold in aggregate no less parties (other than the lower of (iCompany) 50% of their percentage interest of shareholdings held upon agrees that the date of following acts, unless required by this Agreement or unless already contained within the Business Plan or in any Annual Plan (whether converted or not) or (ii) 5% provided such Annual Plan has been approved by the Board), shall not be carried out without the written consent of the Equity Share Capital, the Company Initial Investors 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 Madgx (xxch consent (such consent (or refusal) not to be unreasonably withheld or delayed) or without the vote of each of the Nominated Directors at a duly convened meeting of the Board and each party (other than the Company) shall use his respective rights and powers as a director or Shareholder to procure so far as he is able that no such act is carried out unless such consent has been given:
12.1.1 the variation of the authorised or issued share capital of the Company (other than the redemption or conversion of Convertible Shares as provided in the Articles) or any subsidiary undertaking or the creation or the granting of any one option (other than pursuant to the Existing Schemes) or other right to subscribe for shares or convert into shares in the capital of the Investors:Company or any subsidiary undertaking; the variation of the rights attaching to shares in the capital of the Company (other than as provided in the Articles) or any subsidiary undertaking; 296 27
4.1.1 12.1.2 the entering into any merger alteration of the memorandum of association or consolidation Articles (or equivalent documents) of the Company or a subsidiary undertaking of the Company;
12.1.3 the declaration or distribution of any Group Member with one dividend or more entitiesother payment out of the distributable profits of the Company or of any subsidiary undertaking of the Company, other than a wholly-owned subsidiary;
4.1.2 12.1.4 the liquidationreduction of the Company's share capital, winding share premium accounts, capital redemption reserve or any other reserve, other than as required by the Articles; the reduction of any uncalled liability in respect of partly paid shares of the Company;
12.1.5 unless the person concerned has had legal advice in writing that to honour this commitment would be a breach of his fiduciary duties to the Company or under the Insolvency Act 0000 xxxld or could render him personally liable for having failed so to act, the taking of steps to wind up or dissolution dissolve the Company or a subsidiary undertaking of the Company;
12.1.6 other than any of the Nominated Directors or otherwise approved by the Remuneration Committee the fixing of remuneration of any Group Member, director or the filing of bankruptcy vice-President (or similar proceedingsofficer) of the Company or of a subsidiary undertaking of the Company;
4.1.3 12.1.7 the disposal appointment of auditors of the Company or any subsidiary undertaking, other than the re-appointment of an existing auditor;
12.1.8 any material change in the nature of the business of the Company or any subsidiary undertaking;
12.1.9 the alteration of the accounting reference date of the Company or any subsidiary undertaking;
12.1.10 the alteration of the accounting policies of any assets member of the Group;
12.1.11 the appointment or property termination of employment of any employee of the Company or any subsidiary undertaking whose basic salary is to be or is in excess of L100,000 a year;
12.1.12 the entry into, termination or variation of any contract or arrangement between (1) the Company or any subsidiary undertaking and (2) a Manager or a person who in relation to a Manager is a Connected Person, including the variation of the remuneration or other benefits under such a contract or arrangement, and the waiver of any breach of such a contract or arrangement;
12.1.13 the delegation by the directors of the Company or any subsidiary undertaking of any of their powers to a committee;
12.1.14 the incurring by the Company or any subsidiary undertaking of any borrowing or other indebtedness or liability in the nature of borrowing, other than in the ordinary course of business) owned by trading in any Group Member of a total value per transaction of more than RMB100 millionsuch case;
4.1.4 12.1.15 capital expenditure of the Company or any amendments (subsidiary undertaking which is greater than $50,000 or which would cause capital expenditure of the Group in any financial year to exceed $150,000 which is not specifically provided for in the Annual Plan for the relevant financial year;
12.1.16 the entering into by merger the Company or otherwise) to any subsidiary undertaking of any lease, licence or similar obligation under which the rental and all other payments exceed $50,000 a year or which would make the Group Member's articles liable for payments exceeding $150,000 a year under all its leases, licences or similar obligations;
12.1.17 the creation of association any mortgage, charge or other constitutional documents save for encumbrance over any incidental amendments required to be made to the articles of association asset of the PRC Company in connection with operating matters or any subsidiary undertaking and the giving of any guarantee by the Company or any subsidiary undertaking, other than in the ordinary course of business, provided that trading in any such case;
12.1.18 the scope entering into by the Company or consequences any subsidiary undertaking of such amendments are not likely to directly any contract or indirectly circumvent arrangement outside the ordinary course of trading or alter otherwise than at arm's length;
12.1.19 the rights incorporation of a new subsidiary undertaking of the Investors Company or the approval rights acquisition by the Company or any subsidiary undertaking of an interest in any shares in the Investors hereundercapital of any body corporate;
4.1.5 any repurchase 12.1.20 the instigation or redemption of the equity settlement of any Group Member other than a redemption of the Convertible Redeemable Preference Shares litigation or a repurchase of any Conversion Shares as agreed upon arbitration proceedings by the Investor;
4.1.6 the issuance of, Company 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 subsidiary undertaking when 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;
4.1.8 any amendments (by merger or otherwise) to the rights, preferences, privileges or powers of the Convertible Redeemable Preference Shares;
4.1.9 the retention of any external professional advisor other than a Big 4 accounting firm to provide Tax advisory services to the Group or to assist in the preparation of Tax returns;
4.1.10 the entry into any transaction or series of related transactions by any Group Member, which has as an objective and/or the effect of securing a Tax benefit;
4.1.11 any Tax-motivated restructuring of the Group or of the business, operations or practices thereof;
4.1.12 the adoption of any share option or share incentive scheme or employee share trust or share ownership planamounts claimed exceed $50,000; and
4.1.13 any transaction or series of transactions in excess of RMB2 million by any Group Member with a Major Shareholder (12.1.21 the termination or any variation of its Associates the terms of the directors and officers insurance and Key Man insurance referred to in clause 10.1 or Family Members) or a director of a Group Member or an Associate of any such director. the Facilities Agreement.
12.2 For the avoidance purposes of doubt clause 12.1, the Investors' holdings for the purpose of this Clause 4.1 shall include any Convertible Redeemable Preference Shares which are subject to a redemption demand pursuant to a Redemption Notice (as defined ins' the Articles) until such Redemption Notice has been satisfied in full.
4.2 Prior to a Qualified IPO, for so long as the Audited Net Income in any financial year is less than RMB500 million the prior written consent (such consent (or refusal) not to be unreasonably delayed) of any one of the Initial Investors is required in relation to the matters referred to below, save that if the Audited Net Income for any financial year exceeds RMB500 million, from the time that such Financial Statements are released to the Investors in accordance with Clause 2.1 the prior consent of any one of the Investors shall not be required in relation to any of the matters referred to below and no prior consent is required to be obtained in relation to such matters unless the Audited Net Income falls below RMB500 million for two consecutive financial years and in which case the prior consent of any one of the Investors in relation to the matters referred to below is required from the date in the following financial year on which the Financial Statements are released to the Investors in accordance with Clause 2.1;
4.2.1 the declaration of dividends or any distribution made with respect to any equity security by any Group Member in respect of any financial year commencing 1 January 2005 or thereafter of more than 60% of such Group Member's Audited Net Income (as shown matter listed in the Financial Statements) of that year;
4.2.2 the taking out of any loan or the incurrence of any indebtedness by the Group or a Group Member in excess of RMB 100 million, whether in a single transaction or a series of related transactions which occur within a three-month period;
4.2.3 any capital commitment with an aggregate value in excess of RMB100 million, whether in a single transaction or a series of related transactions, by any Group Member unless such commitment has already been specifically approved;
4.2.4 any Group Member making any acquisition or disposal of or relating clause 12.1.6 to any Intellectual Property Rights with a value attributable to such right in excess of RMB100 million or more;
4.2.5 any change in any Group Member's auditors;
4.2.6 any material changes to any Group Member's business plan previously approved by the Board;
4.2.7 the granting of any security over any material assets of the Group or extending a loan to or guaranteeing any loans for any person which is not a Group Member, or
4.2.8 the making of any loan or advance to any person, firm, body corporate or other business other than in the normal course of business and on an arms' length basis12.
Appears in 1 contract
Matters Requiring Consent. 4.1 At all times prior to For a Qualified IPO period beginning upon the consummation of the First Tranche and for so long as ending the Investors, together with their transferees under Permitted Transfers hold in aggregate no less than the lower of earlier of: (i) 50% three years following the consummation of their percentage interest the Second Tranche or the consummation of shareholdings held upon the date First Tranche in case the consummation of this Agreement (whether converted or not) or the Second Tranche does not take place, (ii) 5% such time when Xxxxxxxx holds shares of Common Stock representing less than ten percent (10%) of the Equity Share CapitalCompany’s total issued and outstanding Common Stock on a fully diluted basis or (iii) such time when the Xxxxxx Stockholders hold, in the aggregate, shares of Common Stock representing less than ten percent (10%) of the Company’s total issued and outstanding Common Stock on a fully diluted basis, the Company shall not, without the prior written consent of at least two/thirds (2/3rds) of the Board (including at least one (1) Xxxxxxxx Director and the Shareholders shall use their respective rights and powersone (1) Xxxxxx Director), 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 Investorsactions:
4.1.1 the entering into (a) acquisitions, mergers, amalgamation, consolidation, reorganization, recapitalization, voluntary de-listing from 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 Membertrading market, or the filing dispositions of bankruptcy or similar proceedings;
4.1.3 the disposal of any material assets or property another business (whether through a merger, share purchase, asset purchase, 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 ofsimilar transaction, or any action that reclassifies transaction described in rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended);
(b) transactions or agreements, or material amendments to existing agreements between the Company and/or its subsidiaries, on the one hand, and an Affiliate (which shall not include the Company and/or its subsidiaries), on the other, including any Equity Share Capital going-private or Ordinary Share Equivalents into, shares having preferences other transaction with Kakaopay or priority as to dividends or assets senior or pari passu Xxxxxxxx’s Affiliates;
(c) material amendments to the Convertible Redeemable Preference SharesForeign Broker-Dealer Fee Sharing Agreement or any similar agreements between the Company and/or its Affiliates on the one hand and Kakaopay and/or its Affiliates on the other related to the sharing of revenues, commissions, rebates or similar matters;
4.1.7 the issuance (d) amendments to, or waiver of any Equity Share Capital provisions of, any of the Company Organizational Documents;
(e) increases 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 decreases to the exercise of options granted under any share incentive schemes approved by the Board and any one size 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;
4.1.8 any amendments (by merger or otherwise) to the rights, preferences, privileges or powers of the Convertible Redeemable Preference Shares;
4.1.9 the retention of any external professional advisor other than a Big 4 accounting firm to provide Tax advisory services to the Group or to assist in the preparation of Tax returns;
4.1.10 the entry into any transaction or series of related transactions by any Group Member, which has as an objective and/or the effect of securing a Tax benefit;
4.1.11 any Tax-motivated restructuring of the Group or of the business, operations or practices thereof;
4.1.12 the adoption of any share option or share incentive scheme or employee share trust or share ownership planBoard; and
4.1.13 (f) any transaction authorization, creation, issuance, offer or series of transactions in excess of RMB2 million by any Group Member with a Major Shareholder (or any of its Associates or Family Members) or a director of a Group Member or an Associate sale of any such director. For the avoidance of doubt the Investors' holdings equity and/or equity related security (including any security convertible into, exchangeable for, or exercisable for the purpose of this Clause 4.1 shall include any Convertible Redeemable Preference Shares which are subject to a redemption demand pursuant to a Redemption Notice (as defined ins' the Articles) until such Redemption Notice has been satisfied in full.
4.2 Prior to a Qualified IPO, for so long as the Audited Net Income in any financial year is less than RMB500 million the prior consent (such consent (or refusal) not to be unreasonably delayedsecurity) of any one of the Investors is required in relation to the matters referred to below, save that if the Audited Net Income for any financial year exceeds RMB500 million, from the time that such Financial Statements are released to the Investors in accordance with Clause 2.1 the prior consent of any one of the Investors shall not be required in relation to any of the matters referred to below and no prior consent is required to be obtained in relation to such matters unless the Audited Net Income falls below RMB500 million for two consecutive financial years and in which case the prior consent of any one of the Investors in relation to the matters referred to below is required from the date in the following financial year on which the Financial Statements are released to the Investors in accordance with Clause 2.1;
4.2.1 the declaration of dividends or any distribution made with respect to any equity security by any Group Member in respect of any financial year commencing 1 January 2005 or thereafter of more than 60% of such Group Member's Audited Net Income (as shown in the Financial Statements) of that year;
4.2.2 the taking out of any loan or the incurrence of any indebtedness by the Group or a Group Member in excess of RMB 100 million, whether in a single transaction or a series of related transactions which occur within a three-month period;
4.2.3 any capital commitment with an aggregate value in excess of RMB100 million, whether in a single transaction or a series of related transactions, by any Group Member unless such commitment has already been specifically approved;
4.2.4 any Group Member making any acquisition or disposal of or relating to any Intellectual Property Rights with a value attributable to such right in excess of RMB100 million or more;
4.2.5 any change in any Group Member's auditors;
4.2.6 any material changes to any Group Member's business plan previously approved by the Board;
4.2.7 the granting of any security over any material assets of the Group or extending a loan to or guaranteeing any loans for any person which is not a Group Member, or
4.2.8 the making of any loan or advance to any person, firm, body corporate or other business other than in the normal course of business and on an arms' length basisCompany.
Appears in 1 contract
Matters Requiring Consent. 4.1 At all times prior to a Qualified IPO and for so long as 6.1 Each of the Investors, together with their transferees under Permitted Transfers hold in aggregate no less parties (other than the lower of (iCompany) 50% of their percentage interest of shareholdings held upon agrees that the date of following acts, unless required by this Agreement or unless already contained within the Business Plan or in any Annual Plan (whether converted or not) or (ii) 5% provided such Annual Plan has been approved by the Board), shall not be carried out without first obtaining the written consent of the Equity Share Capital, the Company Initial Investors 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 Madge (such consent (or refusal) not to be unreasonably delayedwithheld ox xxxayed) and each party (other than the Company) shall use his respective rights and powers as a director or Shareholder to procure so far as he is able that no such act is carried out unless such consent has been given:
6.1.1 the variation of the authorised or issued share capital of the Company (other than the redemption or conversion of Convertible Shares as provided in the Articles) or any subsidiary undertaking or the creation or the granting of any option (other than pursuant to the Existing Schemes) or other right to subscribe for shares or convert into shares in the capital of the Company or any subsidiary undertaking; the variation of the rights attaching to shares in the capital of the Company (other than as provided in the Articles) or any subsidiary undertaking;
6.1.2 the alteration of the memorandum of association or Articles (or equivalent documents) of any one the Company or a subsidiary undertaking of the Investors:Company;
4.1.1 6.1.3 the entering into any merger declaration or consolidation distribution of any Group Member with one dividend or more entitiesother payment out of the distributable profits of the Company or of any subsidiary undertaking of the Company, other than a wholly-owned subsidiary;
4.1.2 6.1.4 the liquidationreduction of the Company's share capital, winding share premium accounts, capital redemption reserve or any other reserve, other than as required by the Articles; the reduction of any uncalled liability in respect of partly paid shares of the Company;
6.1.5 unless the person concerned has had legal advice in writing that to honour this commitment would be a breach of his fiduciary duties to the Company or under the Insolvency Act 1986 would or could render him personallx xxxxxx xxx xxxxxx failed so to act, the taking of steps to wind up or dissolution dissolve the Company or a subsidiary undertaking of the Company;
6.1.6 any material change in the nature of the business of the Company or any subsidiary undertaking;
6.1.7 other than any of the Nominated Directors or otherwise approved by the Remuneration Committee the fixing of remuneration of any Group Member, director or the filing of bankruptcy vice-President (or similar proceedingsofficer) of the Company or of a subsidiary undertaking of the Company;
4.1.3 6.1.8 the disposal appointment of auditors of the Company or any subsidiary undertaking, other than the re-appointment of an existing auditor;
6.1.9 the alteration of the accounting reference date of the Company or any subsidiary undertaking;
6.1.10 the alteration of the accounting policies of any assets member of the Group;
6.1.11 the appointment or property termination of employment of any director of the Company whose basic salary is to be or is in excess of (pound) 100,000 a year;
6.1.12 the entry into, termination or variation of any contract or arrangement between (1) the Company or any subsidiary undertaking and (2) a Manager or a person who in relation to a Manager is a Connected Person, including the variation of the remuneration or other benefits under such a contract or arrangement, and the waiver of any breach of such a contract or arrangement;
6.1.13 the delegation by the directors of the Company or any subsidiary undertaking of any of their powers to a committee;
6.1.14 the incurring by the Company or any subsidiary undertaking of any borrowing or other indebtedness or liability in the nature of borrowing, other than in the ordinary course of business) owned by trading in any Group Member of a total value per transaction of more than RMB100 millionsuch case;
4.1.4 6.1.15 capital expenditure of the Company or any amendments (subsidiary undertaking which is greater than $50,000 or which would cause capital expenditure of the Group in any financial year to exceed $150,000 which is not specifically provided for in the Annual Plan for the relevant financial year;
6.1.16 the entering into by merger the Company or otherwise) to any subsidiary undertaking of any lease, licence or similar obligation under which the rental and all other payments exceed $50,000 a year or which would make the Group Member's articles liable for payments exceeding $150,000 a year under all its leases, licences or similar obligations;
6.1.17 the creation of association any mortgage, charge or other constitutional documents save for encumbrance over any incidental amendments required to be made to the articles of association asset of the PRC Company in connection with operating matters or any subsidiary undertaking and the giving of any guarantee by the Company or any subsidiary undertaking, other than in the ordinary course of business, provided that trading in any such case;
6.1.18 the scope entering into by the Company or consequences any subsidiary undertaking of such amendments are not likely to directly any contract or indirectly circumvent arrangement outside the ordinary course of trading or alter otherwise than at arm's length;
6.1.19 the rights incorporation of a new subsidiary undertaking of the Investors Company or the approval rights acquisition by the Company or any subsidiary undertaking of an interest in any shares in the Investors hereundercapital of any body corporate;
4.1.5 any repurchase 6.1.20 the instigation or redemption of the equity settlement of any Group Member other than a redemption of the Convertible Redeemable Preference Shares litigation or a repurchase of any Conversion Shares as agreed upon arbitration proceedings by the Investor;
4.1.6 the issuance of, Company 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 subsidiary undertaking when 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;
4.1.8 any amendments (by merger or otherwise) to the rights, preferences, privileges or powers of the Convertible Redeemable Preference Shares;
4.1.9 the retention of any external professional advisor other than a Big 4 accounting firm to provide Tax advisory services to the Group or to assist in the preparation of Tax returns;
4.1.10 the entry into any transaction or series of related transactions by any Group Member, which has as an objective and/or the effect of securing a Tax benefit;
4.1.11 any Tax-motivated restructuring of the Group or of the business, operations or practices thereof;
4.1.12 the adoption of any share option or share incentive scheme or employee share trust or share ownership planamounts claimed exceed $50,000; and
4.1.13 any transaction or series of transactions in excess of RMB2 million by any Group Member with a Major Shareholder (6.1.21 the termination or any variation of its Associates the terms of the directors and officers insurance and Key Man insurance referred to in clause 4.1.15 of this Agreement or Family Members) or a director of a Group Member or an Associate of any such director. the Facilities Agreement.
6.2 For the avoidance purposes of doubt clause 6.1, the Investors' holdings for the purpose of this Clause 4.1 shall include any Convertible Redeemable Preference Shares which are subject to a redemption demand pursuant to a Redemption Notice (as defined ins' the Articles) until such Redemption Notice has been satisfied in full.
4.2 Prior to a Qualified IPO, for so long as the Audited Net Income in any financial year is less than RMB500 million the prior written consent (such consent (or refusal) not to be unreasonably delayed) of any one of the Initial Investors is required in relation to the matters referred to below, save that if the Audited Net Income for any financial year exceeds RMB500 million, from the time that such Financial Statements are released to the Investors in accordance with Clause 2.1 the prior consent of any one of the Investors shall not be required in relation to any of the matters referred to below and no prior consent is required to be obtained in relation to such matters unless the Audited Net Income falls below RMB500 million for two consecutive financial years and in which case the prior consent of any one of the Investors in relation to the matters referred to below is required from the date in the following financial year on which the Financial Statements are released to the Investors in accordance with Clause 2.1;
4.2.1 the declaration of dividends or any distribution made with respect to any equity security by any Group Member in respect of any financial year commencing 1 January 2005 or thereafter matter listed in clause 6.1.7 to 6.1.21 may be given by Apax on behalf of more than 60% the Initial Investors.
6.3 For the purposes of such Group Member's Audited Net Income (as shown clause 6.1 the written consent of the Initial Investors in the Financial Statements) of that year;
4.2.2 the taking out respect of any loan or the incurrence of any indebtedness by the Group or a Group Member in excess of RMB 100 million, whether in a single transaction or a series of related transactions which occur within a three-month period;
4.2.3 any capital commitment with an aggregate value in excess of RMB100 million, whether in a single transaction or a series of related transactions, by any Group Member unless such commitment has already been specifically approved;
4.2.4 any Group Member making any acquisition or disposal of or relating matter referable to any Intellectual Property Rights with a value attributable to such right in excess of RMB100 million or more;
4.2.5 any change in any Group Member's auditors;
4.2.6 any material changes to any Group Member's business plan previously approved by the Board;
4.2.7 the granting of any security over any material assets of the Group or extending a loan to or guaranteeing any loans for any person which is not a Group Member, or
4.2.8 the making of any loan or advance to any person, firm, body corporate or other business other than in the normal course of business and on an arms' length basisclause 6.
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