Matters Requiring Special Shareholder Approval. In addition to any other approval or consent required by applicable law or by this Agreement, the Corporation (and any Subsidiary, as applicable) may not make a decision about, take action on, enter into any agreement or other commitment to effect, or implement any of the following without the approval or written consent of Shareholders holding 92% of the voting rights attached to all of the Shares: Corporate Changes
Matters Requiring Special Shareholder Approval. In addition to the requirements of clause 9.12 the parties will ensure that the following only occur where approved by a Special Resolution:
Matters Requiring Special Shareholder Approval. In addition to the requirements of clause 9.13 the parties will ensure that the following only occur where approved by a Special Resolution: Material Transaction: any Major Transaction or transaction involving the disposal of a significant proportion of the Company's assets which are integral to the operation of the Business; Business: any significant change in the nature of the Company's business (whether by acquisition or otherwise); and Related Party Transactions: any transaction between the Company and any holder of Securities, Director, officer or employee of the Company or any Associate of any of them, unless that transaction has been approved by a unanimous resolution of all of the Directors (including at least one Director who is not interested in the transaction). MANAGEMENT OF THE COMPANY General Management: The management structure of the Company will be determined by the Board from time to time. [Managing Director][CEO]: The [Managing Director][Chief Executive Officer] will have responsibility for the day to day management of the Company in accordance with, and subject to directions and requirements specified by, the Board from time to time.
Matters Requiring Special Shareholder Approval. The parties will ensure that the following only occur where approved by a Special Resolution: Material transaction: any Major Transaction or transaction involving the disposal of a significant proportion of the Company's assets which are integral to the operation of the Business; Business: any significant change in the nature of the Company's business (whether by acquisition or otherwise); and Related party transactions: any transaction between the Company and any holder of Securities, Director, officer or employee of the Company or any Associate of any of them, unless that transaction has been approved by a unanimous resolution of all of the Directors (including at least one Director who is not interested in the transaction).
Matters Requiring Special Shareholder Approval. Without limiting the generality of the foregoing, this by-law shall also provide that there shall be no by-law, resolution or act of the Shareholders, directors or officers of the Corporation having any of the following objects or purposes unless favourably voted upon at a meeting of the Board, and ratified and confirmed by a resolution of the holders of seventy percent (70%) of the Voting Shares:
Matters Requiring Special Shareholder Approval. In addition to the requirements of clause 4.14 the parties will ensure that the following only occur where approved by a Special Resolution: Material Transaction: any Major Transaction or transaction involving the disposal of a significant proportion of [the Company’s][a Group Company's] assets which are integral to the operation of the Business; Business: any significant change in the nature of [the Company’s][a Group Company's] business (whether by acquisition or otherwise); and Related Party Transactions: any transaction between [the Company][a Group Company] and any holder of Securities, Director, officer or employee of [the Company’s][a Group Company's] or any Associate of any of them, unless that transaction has been approved by a unanimous resolution of all of the Directors (including at least one Director who is not interested in the transaction). [Prohibited Business: Without limiting clauses 4.14 and 4.16 of this agreement, [the Company will not][no Group Company will], whilst NZVIF remains a Shareholder, change its principal business to any NZVIF Ineligible Business unless NZVIF expressly consents to that change. If [the Company][a Group Company] wishes to alter its principal business to a NZVIF Ineligible Business and NZVIF does not consent to that change, the Company will procure the purchase of NZVIF's Shares at a fair price which is not less than the sum which reflects the full cost of those Shares to NZVIF and provides NZVIF with an internal rate of return of 6% per annum on those costs. For the purposes of this clause, "NZVIF Ineligible Business" means any business which principally involves one or more of property development, retailing, mining or hospitality (but without precluding a business which markets a technology or other innovation to any of these industries), or acting as a financial intermediary.] [Drafting note: delete if NZVIF is not an investor] MANAGEMENT General Management: The management structure of the [Company][Group] will be determined by the Board from time to time. [Managing Director][CEO]: The [Managing Director][Chief Executive Officer] will have responsibility for the day to day management of the [Company][Group] in accordance with, and subject to directions and requirements specified by, the Board from time to time. [Remuneration Committee][Executive Compensation and Share Scheme]: [The Board will appoint a remuneration committee whose members will [be][include] one Investor Director and one Other Shareholders' D...
Matters Requiring Special Shareholder Approval
