Matters requiring supermajority consent Sample Clauses

Matters requiring supermajority consent. Subject to clauses 2.14, 2.15 and 2.16 of this schedule three) any decision relating to any of the following matters of the Company shall require the consent of a supermajority of the Board, being 80% of the votes to be cast by the Board: (a) the issue by the Company of any debenture or loan stock (whether secured or unsecured) or the creation of any mortgage, security interest, charge, lien, encumbrance or other third party right over any of the Company’s assets or the giving by the Company of any guarantee or indemnity to or becoming surety for any third party; (b) any change in the capital structure of the Company, division, subdivision or consolidation of Shares or the creation of any options to subscribe for or acquire Shares; or; (c) any change to the distribution policy set out in the agreement or any other distribution of the Company’s assets; (d) approval or amendment of annual operating plans or budgets or any activity outside the scope of the annual budget of the Company; (e) any change in the nature of the Company’s business; (f) the making of any loan by the Company or the creation, renewal or extension of any borrowings by the Company (other than normal trade credit); (g) the acquisition or construction or lease of items of tangible or intangible property; (h) any transaction by the Company with any Shareholder or any related Company of a Shareholder; (i) any obligation of the Company which could involve the payment by it, in cash or otherwise, of amounts in excess of amounts approved under the management agreement; (j) the assignment, sale or other disposal in any 12 month period of any asset or related group of assets (other than stumpage and logs) of the Company having a net book value in aggregate of NZD$1,000,000 or more; (k) any change in the accounting policies or the Company’s auditors, bankers, accounting reference date or bank mandates; (l) the granting or entering into any licence, agreement or arrangement concerning any part of the name of the Company or any of its intellectual property rights; (m) the making, granting or allowing of any claim, disclaimer, surrender, election or consent for taxation purposes; (n) appointing any committee of the board or delegating any of the powers of the board to any committee; or (o) termination of the Management Agreement, other than for: (i) material breach in accordance with its terms; (ii) failure by RNZ to obtain approval for an assignment of the Management Agreement by RNZ; or (iii) pursua...