Common use of Matters Requiring Shareholder Approval Clause in Contracts

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. 7.1 (a) 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: (ai) 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; (bii) disapply statutory pre-emption rights for the purposes of issuing Securities; or (ciii) 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 (b) If a Nominated Director has voted in favour of a proposal to undertake any action contemplated by clause 7.1(a7(a)(i) or 7.1(b7(a)(ii) above, then the relevant Nominator will not vote against the shareholder resolution proposed by the Company to implement that action: (ai) in respect of clause 7.1(a7(a)(i), up to the limit approved by the relevant Nominated Director; orset out therein; (bii) in respect of clause 7.1(bclause7(a)(ii), 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;