Matters Requiring Shareholder Approval. 7.1 The Shareholders shall procure, as far as they lawfully can, that no action is taken or resolution passed by the Company or any Group Company, and the Company shall not and shall procure that no Group Company shall take any action in relation to any of the following things (or anything which is analogous or has a substantially similar effect to any of those things) without a resolution first being passed by shareholders present in person or by proxy at a general meeting of the Company holding shares carrying at least 75 per cent. of the votes exercisable at that meeting:
(a) in one or a series of related transactions, issue any Securities, or grant any person rights to be issued any Securities, in each case representing 20 per cent. or more of the issued share capital of the Company;
(b) disapply statutory pre-emption rights for the purposes of issuing Securities; or
(c) repurchase, redeem or otherwise reorganise the Company’s share capital, including by way of reduction of capital, buy-back or redemption of Securities, in one or a series of related transactions in each case in respect of 10 per cent. or more of the issued share capital of the Company in each year.
7.2 If a Nominated Director has voted in favour of a proposal to undertake any action contemplated by clause 7.1(a) or 7.1(b) above, then the relevant Nominator will not vote against the shareholder resolution proposed by the Company to implement that action:
(a) in respect of clause 7.1(a), up to the limit approved by the relevant Nominated Director; or
(b) in respect of clause 7.1(b), up to an amount representing five per cent. of the issued share capital of the Company in each year and seven and a half per cent. during a rolling three year period;
Matters Requiring Shareholder Approval. No Group Company shall, and the Parties shall procure that no Group Company shall, except as specifically required under the Share Subscription Agreement or the Restructuring Plan and except in connection with or to the extent necessary to consummate a Put Sale (as defined in the Articles) or a Series B Drag Sale (as defined in the Articles), directly or indirectly take, permit to occur, approve, authorize, or agree or commit to do any of the following without the approval of (i) the holders of a simple majority of the voting power of the then issued and outstanding Series A Preferred Shares, (ii) the holders of not less than two-thirds (2/3) of the voting power of the then issued and outstanding Series B Preferred Shares and the then issued and outstanding Series B+ Preferred Shares (with the Series B Preferred Shares and the Series B+ Preferred Shares voting as the same class), in each case, voting as a separate class and on as-converted basis:
(a) alter or change the rights, preferences or privileges of any Preferred Share or create (by reclassification or otherwise) any new class or series of shares having rights, preferences or privileges senior to or on parity with any Preferred Share;
(b) increase, reduce (by redemption, repurchase or otherwise) or cancel the authorized or issued share capital of any Group Company, save for (i) the issuance of Ordinary Shares upon the conversion of any Preferred Shares or the redemption of any Preferred Shares in accordance with their terms of issue, (ii) the redemption or repurchase of Ordinary Shares in accordance with the terms of the ESOP, and (iii) any such action specifically required hereunder or under the Articles;
(c) amend or waive any provision of the Charter Documents of any Group Company;
(d) sell, lease, transfer or dispose of all or substantially all of the assets of the Group Companies, taken as a whole;
(e) permit, authorize or approve any merger, acquisition, consolidation, reorganization, split-up, spin-off, other change of control of any other form of business combination of any Group Company with or into one or more third parties;
(f) effect a recapitalization, reclassification or bankruptcy of the Company, pass any resolution for the liquidation, dissolution or winding up of any Group Company or undertake any reorganization, reconstruction, Liquidation Event or liquidation exercise concerning any Group Company or apply for the appointment of a receiver, manager or judicial manager or like offic...
Matters Requiring Shareholder Approval. Each Shareholder undertakes to exercise all its voting powers as a Shareholder and the Company undertakes to exercise all its respective powers and rights so as to procure (insofar as it is able to do so by the exercise of such powers) that no Group Company does any of the things listed in Part 1 of Schedule 6 without the prior written approval of each Major Shareholder.
Matters Requiring Shareholder Approval. The approval of at least one Director appointed by CIG (so long as it has the right to appoint a Director) and one Director appointed by Externalis (so long as it has the right to appoint a Director) shall be required before the Company may do, or commit to do, any of the following:
6.7.1 the removal and replacement of the chairman of the Board of Directors or the chief executive officer of the Company;
6.7.2 any change in the Company’s business focus or entry into a new line of business;
6.7.3 the consummation of an acquisition of the assets, stock or other security interests of any Person (whether by merger, consolidation, recapitalization or otherwise) with a book value or fair market value in excess of $15,000,000;
6.7.4 the consummation of any sale of assets of the Company or any member of the Navtech Group to any Person (whether by merger, consolidation, recapitalization or otherwise) with a book value or fair market value in excess of $15,000,000 taken alone or cumulatively in any consecutive 12 month period;
6.7.5 any amendment, modification or waiver of the Certificate of Incorporation of the Company, this Agreement or any other document governing the Shareholders’ interests in the Company;
6.7.6 the declaration, payment or setting aside of any funds with respect to any distributions, dividends, redemption or repurchase of any Securities of the Company or the advancement of any loans or other amounts to any Person to the extent that such loans are outside the ordinary course of business;
6.7.7 the creation, authorization or issuance of any common or preferred Securities of the Company, including without limitation, any options, warrants or other instruments convertible into common or preferred stock or other equity-related interests, or;
6.7.8 entering into any transaction with any Shareholder, one or more Affiliates of a Shareholder, or employees of a Shareholder or Affiliate of a Shareholder, except transactions with portfolio companies of a Shareholder in the ordinary course and on terms no less favorable to the Company than those that would have been obtained in a comparable transaction by the Company with a Person that is not an Affiliate of a Shareholder;
6.7.9 the seeking of protection by the Company under any applicable bankruptcy laws or the entry into any plan of liquidation, dissolution, recapitalization or reorganization;
6.7.10 agree or commit to take any action set forth in (a) through (i) above.
Matters Requiring Shareholder Approval. Each Shareholder undertakes to exercise all its voting powers as a Shareholder and XxxXx undertakes to exercise all its respective powers and rights so as to ensure that it does not do any of the things listed in Schedule 4 without the prior written approval of each Major Shareholder.
Matters Requiring Shareholder Approval. The following matters require the approval of the holders of not less than 75 per cent. of the voting capital of the Downstream Co (provided that the vote requirements set forth in this Annex B shall not apply: (i) to any action, transaction or event occurring exclusively between or among the Downstream Co and any of its wholly-owned Subsidiaries; or (ii) in the circumstances set out in any of Sections 5.01(d), 7.06 or 9.04 of this Agreement):
(a) any appointment to, or removal of any member of, the Supervisory Board or of a fiscal board (Conselho Fiscal) (a “Fiscal Board”) or any creation of a Fiscal Board;
(b) approval of management accounts and financial statements;
(c) any resolution, based on any proposal submitted by the Supervisory Board, on the allocation of the net profits registered during the fiscal year and on the distribution of dividends or interest on Shareholders’ equity, subject to compliance with Section 9.01;
(d) any determination of the overall compensation of the members of the Supervisory Board and Executive Board of the Downstream Co in the aggregate and of the members of the Fiscal Board;
Matters Requiring Shareholder Approval. The following matters require the approval of the holders of not less than 75 per cent. of the voting capital of the Sugar and Ethanol Co (provided that the vote requirements set forth in this Annex B shall not apply: (i) to any action, transaction or event occurring exclusively between or among the Sugar and Ethanol Co and any of its wholly-owned Subsidiaries; or (ii) in the circumstances set out in any of Sections 5.01(d), 7.06, 7.07, or 9.04 of this Agreement):
Matters Requiring Shareholder Approval. All matters that require the prior approval of Shareholders by an ordinary resolution shall require the prior approval of Shareholders expressed by a Special Resolution. Xxxxx agrees to approve and vote in favour of any resolution which amends the articles and/or notice of articles of the Corporation to create a class of non-voting shares in the capital of the Corporation.
Matters Requiring Shareholder Approval. Notwithstanding the Memorandum and Articles of Association of the Company or the equivalent governing documents with respect to any Subsidiary, and to the full extent permitted by applicable law, TVB, Intelsat and the Company agree that, after the date hereof and continuing until such time as such Shareholder and its Affiliates together hold fewer than 40% of the outstanding Shares (or, in the case of the transactions or matters described in clauses (i), (ii), (iii) or (ix) below, 25% of the outstanding Shares), the transactions and matters listed below shall require the consent, authorization or ratification of both Intelsat and TVB:
(i) any material change in the scope, nature and/or activities of the business of any Group Company;
(ii) any merger or acquisition of, or combination with, any Person by any Group Company or similar transaction;
(iii) any disposition of the substantial operating assets, properties or rights of any Group Company, which, in the case of any disposition exceeds a value or consideration of US$10 million or equivalent in any other currency or involves any asset of any Group Company that is material to the conduct of its business or operations;
(iv) the incurring of indebtedness or giving of any guarantee, indemnity or security in respect of the obligations of any other person by any Group Company of more than US$10 million or outside the ordinary course of business (provided that Shareholder approval shall not be required in connection with re-financing of the Teleport Loan);
(v) granting of any loan by any Group Company in excess of US$1 million to any other person, either in one transaction or by accumulation of several transactions;
(vi) any material amendment of Memorandum and Articles of Association (or equivalent constitutional document) of any Group Company;
(vii) any action which would alter or change the rights or privileges, obligations or liabilities or dilute respective percentages of ownership of any shareholder of any Group Company, except as may otherwise occur due to a Shareholder’s failure to make a required capital contribution under Section 2.3(b);
(viii) declaration of dividends or other distributions and the adoption of, or any changes to, the dividend policy of any Group Company;
(ix) any transaction, agreement or arrangement between any Group Company, on the one hand, and any Shareholder or any Affiliate of any Shareholder, on the other hand (other than a Shareholder loan contemplated by Section 2.3(c)), or ...
Matters Requiring Shareholder Approval. Notwithstanding anything to the contrary in any of the Transaction Documents, the Company shall not, without the prior written approval of the Parent and the Investor, do any of the matters set out in Schedule 5.
