Common use of Miscellaneous Negative Covenants Clause in Contracts

Miscellaneous Negative Covenants. The Company shall not, and shall cause all of its Subsidiaries not to, directly or indirectly, without the Investor’s written approval (such approval not to be unreasonably withheld): (a) dispose, in a single transaction, or in a series of transactions, of all or any part of its assets unless such disposal is: (i) in the ordinary course of business; (ii) for fair market value; and (iii) approved by the board of directors of the Company; (b) reduce its issued share capital or any uncalled liability in respect of its issued capital, except by means of a purchase or redemption of the share capital that is permitted under Australian law; (c) undertake any consolidation of its share capital; (d) change the nature of its business or the nature of the business of any Subsidiary; (e) transfer the jurisdiction of incorporation of the Company or any of its Subsidiaries; (f) enter into any agreement with respect to any of the matters referred to in paragraphs (a) – (e).

Miscellaneous Negative Covenants. The Company shall not, and shall cause all of its Subsidiaries not to, directly or indirectly, without the Investor’s written approval (approval, and such approval must not to be unreasonably withheld):: (a) dispose, in a single transaction, or in a series of transactions, of all or any part of its assets unless such disposal is: (i1) in the ordinary course of business; (ii2) for fair market value; and (iii3) approved by the board of directors of the Company; (b) reduce initiate and undertake any reduction in its issued share capital or any uncalled liability in respect of its issued capital, except by means of a purchase or redemption of the share capital that is permitted under Australian law; (c) initiate and undertake any consolidation of its share capitalSecurity Structure Event; (d) change the nature of its business or the nature of the business of any Subsidiary; (e) make an application under section 411 of the Corporations Act; (f) transfer the jurisdiction of incorporation of the Company or any of its Subsidiaries;; or (fg) enter into any agreement with respect to any of the matters referred to in paragraphs (aclauses 12.8(a) – (eto 12.8(f).