Reserved Matters. In these Conditions, “
Reserved Matters. 5.1 From and after the completion of the IPO, in addition to any other vote or consent required by the Companies Law and the Post-IPO M&A, each Party shall, within its power, procure that, for so long as Sohu Search or Tencent holds not less than 15% of the issued shares of the Company (calculated on a fully diluted basis), consent from such Shareholder Party (“Required Consent”) shall be obtained for any action (whether by amendment of the Post-IPO M&A or otherwise, and whether in a single transaction or a series of related transactions) that approves or effects any of the following matters:
(a) any Liquidation Event, or consent to any Liquidation Event;
(b) amendment, alteration, or repeal any provision of the Post-IPO M&A;
(c) any material changes to, or cessation of, any line of the Principal Business;
(d) creation or authorization of the creation of, or issuance of or creation of an obligation of the Company to issue, (i) additional Post-IPO Class B Ordinary Shares or (ii) shares of (by reclassification or otherwise) any class or series that are pari passu or senior in any respect to the Post-IPO Class A Ordinary Shares;
(e) any transaction between any Group Company (on the one hand) and Sohu Search and/or any of its Affiliates (on the other hand), other than transactions entered into in the ordinary course of business on an arm’s length basis; and
(f) agreement or commitment to any of the foregoing.
5.2 Where any act listed in Sections 5.1(a) to 5.1(f) above requires the approval of the shareholders of the Company in accordance with the Companies Law, if the shareholders vote in favor of such act but the Required Consent has not been obtained, then the holders of all classes of shares of the Company then in existence who vote agaianst such act shall, collectively, have such number of votes as are equal to the aggregate number of votes cast in favor of such act plus one (1).
Reserved Matters. (i) At any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, or (ii) with the written consent of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, the Republic and the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement or the terms and conditions of the Securities of such Series that would (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on the Securities of such Series, (B) reduce the principal amount of the Securities of such Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Securities, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of the Securities of such Series is payable, (D) shorten the period during which the Republic is not permitted to redeem the Securities of such Series, or permit the Republic to redeem the Securities of such Series if, prior to such action, the Republic is not permitted to do so, (E) reduce the proportion of the principal amount of the Securities of such Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or change the definition of “Outstanding” with respect to the Securities of such Series, (F) change the obligation of the Republic to pay additional amounts with respect to the Securities of such Series, (G) change the governing law provision of the Securities of such Series, (H) change the courts to the jurisdiction of which the Republic has submitted, the Republic’s obligation to appoint and maintain an Authorized Agent in the Borough of Manhattan, The City of New York, as set forth in Section 19 hereof, or the Republic’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Se...
Reserved Matters. Following Completion and until the Discharge Time, the Company shall not, and the Company shall procure and ensure that each member of the Group from time to time shall not, without the prior written consent of the Investor (such consent not to be unreasonably withheld or delayed):
8.3.1 amend or adopt any change to its articles of association, memorandum of association or other constitutional documents;
8.3.2 make any change to the nature of its business or cease all or a substantial part of its business activities;
8.3.3 pass any resolution for or take any step which would result in winding up or liquidation, or enter into administration or receivership, undertake any amalgamation, merger or restructuring, or apply for the appointment of a receiver, manager or judicial manager or like officer in respect of itself or any of its assets;
8.3.4 transfer, dispose of create any Encumbrance over or otherwise deal with any asset or interest therein;
8.3.5 acquire any shares or other securities which has not been approved by the Investor;
8.3.6 allot, issue, redeem, repurchase or cancel any equity or debt securities or instruments convertible or exchangeable for the same, other than, in the case of the Company, a redemption or cancellation of the Preferred Shares in accordance with the articles of association of the Company for the time being (as amended by the Restated Articles);
8.3.7 incur any indebtedness, assume any financial obligation, provide or grant any guarantee, security or indemnity to secure or otherwise create any liability or obligation for or in respect of any borrowed money, indebtedness or other financial obligation;
8.3.8 make any material decision in relation to any litigation or arbitration;
8.3.9 declare, make or pay any dividend or distribution to its shareholders (other than, in the case of the Company, to the holders of the Preferred Shares);
8.3.10 change any authorized signatory or signatory arrangements of any bank accounts or securities accounts (including the Securities Account and the Cash Accounts);
8.3.11 enter into, continue or amend the terms or conditions of any transaction, arrangement or commitment entered into or made with a shareholder or any of its Affiliates (other than a member of the Group);
8.3.12 repay, redeem or cancel any indebtedness owed to a shareholder or its Affiliates; and
8.3.13 enter into or create any agreement or commitment to engage in or effect any of the foregoing matters in this Clause 8.3 or direct o...
Reserved Matters. (a) The Company shall not, and shall cause its Subsidiaries not to, take any of the following actions (including any action by the Board or any committee of the Board) (each, a “Reserved Matter”) without the prior written approval of (i) an MCK Member, and (ii) Echo; provided, that no such prior written approval shall be required in the case of any action to be taken by the Company or any of its Subsidiaries pursuant to an express right of any Person set forth in this Agreement or in any other Transaction Document:
(i) any material change in the line of business of the Company and its Subsidiaries (which shall initially be a health care information technology company) or the entry into any new material line of business by the Company and its Subsidiaries;
(ii) any change in either the name of the Company or its registered address or the Fiscal Year;
(iii) any appointment, removal or replacement of, or determination or approval of, or change in, compensation, benefits, perquisites and other incentives for, the Chief Executive Officer (other than the appointment of Xxxx xx Xxxxxxxxx as the Chief Executive Officer at Closing), including the entry into and any amendment of any employment contract with such officer;
(iv) approval of the Company’s annual operating plan and the Annual Operating and Capital Budget and any amendment or modification thereto and any material deviation from the Annual Operating and Capital Budget; provided, that to the extent an MCK Member and Echo cannot agree on the Annual Operating and Capital Budget for a given year, the Annual Operating and Capital Budget for the immediately preceding year of such given year shall be deemed to be the Annual Operating and Capital Budget for such given year; for purposes of the foregoing, it shall not be deemed a “material deviation” from any Annual Operating and Capital Budget previously approved as a Reserved Matter hereunder unless expenditures for any given fiscal quarter are greater than one hundred five percent (105%) of the total expenditures, in the aggregate, included in such Annual Operating and Capital Budget for such fiscal quarter;
(v) entry into any agreement or arrangement that limits, or otherwise restricts in any material respect, either the Company (other than any employees of the Company or its Subsidiaries), the Company’s Subsidiaries, any Echo Shareholder or its Affiliates or MCK or its Affiliates, from engaging in any line of business, selling, licensing or otherwise distribut...
Reserved Matters. 12.1 The Company will not, and the Members shall exercise their powers in relation to the Company to procure that (save as otherwise provided or contemplated in this Deed) the Company will not, undertake those matters set out in Schedule 1 without the consent of the requisite percentage of "A" Members set out in Schedule 1.
12.2 Clause 12.1 shall also apply to any Subsidiary of the Company.
12.3 Notwithstanding any other provision of this Deed or the Articles, no new member (irrespective of whether they are admitted as an "A" Member or a "B" Member) shall be admitted to the Company without such member entering into a Deed of Adherence whereby such new member agrees to be bound by the terms of this Deed.
Reserved Matters. (a) To the extent permitted by the applicable Laws (including, among others, director’s fiduciary duty stipulated in the applicable Laws), and for so long as the Minimum Shareholding Requirement is satisfied, the Company shall not take or agree to take or resolve to take (and shall procure that the other Group Companies shall not take, as applicable) any of the following actions, without prior written consent of the Investor Director:
(i) merger, division or dissolution of the Company or any of its Material Subsidiaries, or other change of form of the Company or any of its Material Subsidiaries;
(ii) amending or changing the voting power and/or any other rights attached to the Equity Securities of the Company which are authorized but not issued, and/or issued and outstanding on or before the Effective Date;
(iii) ceasing to conduct or carry on, or change, the major or substantial business of the Group as from time to time conducted;
(iv) selling, exclusively licensing, transferring, creating any encumbrance over, mortgaging or otherwise disposing (A) all or substantially all of the assets (including for the avoidance of doubt Equity Securities and intellectual property) of the Group, or (B) any material assets (including for the avoidance of doubt Equity Securities and intellectual property) of the Group (for the purposes of this Section 4.2(a)(iv), “material” means the subject asset value is more than thirty percent (30%) of the total asset value of the Group on a consolidated basis);
Reserved Matters. Matters that require seventy-five percent (75%) approval by the "A" Members at a duly convened general meeting or in writing: 1 Permitting the admission of any additional Members of the Company. 2 Adopting or amending the Annual Business Plan in respect of each Financial Year. 3 Forming any Subsidiary or acquiring membership or shares in any other company or participating in any partnership or joint venture (incorporated or not). 4 Amalgamating or merging with any other company or business undertaking. 5 Entering into any arrangement, contract or transaction with either a capital or revenue value over [£500,000] which is not included in the current approved Business Plan. 6 Agreeing the appointment and the appointment terms (including any remuneration terms) of all Directors of the Company Directors. 7 Agreeing any remuneration terms for Directors. 8 Appointing or removing the chair of the Company. 9 Making any petition or resolution to wind up the Company or any Subsidiary. 10 Making any amendment to the Articles or any Subsidiary articles of association, including (without limitation) any rights of the Members. 11 Giving any guarantee to secure the liabilities of any person. 12 Creating any Encumbrance over the whole or any part of the Company or assets of any Subsidiary company.
Reserved Matters. The Reserved Matters are: 1 to change the name of the School;
Reserved Matters. It is agreed that any resolution of the Company on the following matters shall require the consent of both the Pledgors and the Pledgee, unless otherwise permitted by the Debt Documents (as defined in the Intercreditor Agreement):
(a) the sale of assets of the Company; (b)the liquidation of the Company;
