Common use of Reserved Matters Clause in Contracts

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. 5.1 From and after 7.5.1 Regardless of whether approval by the completion Board would otherwise be required under the rules of the IPODesignated Stock Exchange, Applicable Law or the provisions of the Constitution, at any time that the Permitted Holder Ownership Percentage is equal to or greater than fifteen (15) percent on the Business Day that precedes the date of any action in addition respect of a Reserved Matter, the Company shall not, and shall procure that none of its Subsidiaries shall, take any action in respect of any matter set out below without the prior approval of both a majority of the total number of Directors (including the Class B Directors) and a majority of the total number of Class B Directors (each, a “Reserved Matter”): (i) entering into any transaction that would (i) impose any limitation on the legal rights of any Class B Member as a shareholder of the Company, including any transaction that would impose a restriction (without lawful exemption for the Class B Members) based upon the size of security holding, the jurisdiction of incorporation of a security holder, the business in which a security holder is engaged or any other consideration applicable to any other vote or consent required by the Companies Law Class B Member 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 to shareholders of the Company generally, (calculated on ii) deny any material benefit to any Class B Member proportionately as a fully diluted basis), consent from such Shareholder Party (“Required Consent”) shall be obtained for holder of any action (whether by amendment class of shares of Capital Stock of the Post-IPO M&A or otherwise, and whether in a single transaction or a series Company that is made available to other holders of related transactions) that approves or effects any class of shares of Capital Stock of the following matters: Company generally or (aiii) otherwise adversely discriminate against any Liquidation Event, or consent to any Liquidation EventClass B Member as a shareholder of the Company; (bii) amendmentamending, alterationrestating, waiving or repeal otherwise modifying any provision of any investor rights agreement, investment agreement, shareholder agreement or other Contract entered into with any other shareholder of the Post-IPO M&ACompany in any manner that would be adverse to the rights of any Class B Member or more favorable to the rights of such other shareholder thereunder than to the rights of the Class B Members hereunder; (ciii) entering into any material changes to, Contract that purports 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, in fact limits (i) additional Post-IPO the activities that may be conducted by any Class B Ordinary Shares Member or its Affiliates 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)material respect, other than transactions entered into in the ordinary course of business (including pursuant to customary covenants entered into as part of ordinary course financing arrangements), the scope of business that may be conducted by the Company (whether through restraint of trade or non-competition covenants or similar provisions); (iv) entering into any Contract or transaction (or series of related transactions) (including any Business Combination or similar transaction) providing for or resulting in (i) any Person, other than the Class B Members and their Affiliates, becoming the Beneficial Owner of more than 35% of the issued and outstanding Monsoon Voting Securities (or the Person surviving the relevant transaction) or otherwise acquiring (directly or indirectly) effective control of the Company and its Subsidiaries or (ii) the sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than the Class B Members and their Affiliates; (v) approving, adopting or implementing any takeover defense measure (including any “poison pill”, stockholder rights plan or similar anti-takeover agreement or plan), other than any such measure, plan or agreement that would not apply to the Class B Members and their Affiliates; (vi) selling, exchanging, transferring or otherwise disposing of any assets or Subsidiary of the Company if (i) the annualized revenue generated by such assets or subsidiary, together with the annualized revenue of all other assets or subsidiaries so disposed of within the twelve month period ending on an armthe date of such disposal, exceeds 50% of the Company’s length basisconsolidated total revenue for the preceding fiscal year, (ii) such assets or subsidiary, together with all other assets or subsidiaries so disposed of within the twelve month period ending on the date of such disposal, represents more than 50% of the Company’s consolidated total assets as of the end of the preceding fiscal year or (iii) such assets or subsidiary, together with all other assets or subsidiaries so disposed of within the twelve month period ending on the date of such disposal, represents more than 50% of the Company’s total number of transactions for the preceding fiscal year; (vii) issuing any securities where such issuance would require the prior approval of the holders of Monsoon Ordinary Shares pursuant to Rule 5635 of the NASDAQ Stock Market Rules as in effect as of the date hereof, or if the Ordinary Shares are no longer listed on the NASDAQ, the rules of any other stock exchange or market on which the Ordinary Shares are then listed (in each case treating the Company as if it was not a “foreign private issuer” (as such term is defined in Rule 405 under the Securities Act)); (viii) causing the Company or any Subsidiary thereof to enter into any line of business other than online travel and travel services businesses; (ix) incurring, assuming, issuing, guaranteeing or otherwise becoming liable for Indebtedness which, when aggregated with the principal amount of all other Indebtedness then outstanding, which would require approval of the Company’s shareholders under Applicable Law, or which would exceed 20% of the consolidated total assets of the Company as of the end of the preceding fiscal year; (x) terminating the employment of the Executive Chairman and Group CEO, the Co-Founder and CEO India or the Co-Founder and President of the Company, or appointing any new or additional Executive Chairman and Group CEO, Co-Founder and CEO India or Co-Founder and President of the Company; and (fxi) agreement increasing or commitment to any decreasing the size of the foregoing. 5.2 Where any act listed Board if such increase or decrease would result in Sections 5.1(a) to 5.1(f) above requires a decrease in the approval percentage of the shareholders of Class B Directors represented on 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)Board.

Reserved Matters. 5.1 From The Company shall not, 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, shall cause 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 Subsidiary of the Company (calculated on a fully diluted basis)not to, 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 engage in a single transaction or a series of related transactions) that approves or effects any of the following mattersmatters without the prior written consent and approval of the Investor: (a) Alter, change, amend or repeal the Constituent Documents of the Company (including any Liquidation Eventamendment effected by operation of law) that would contravene the protections of Section 242(b)(2) of the DGCL or that would require a class vote of the Preferred Stock under Section 242(b)(2) of the DGCL if any shares of Preferred Stock were outstanding; provided, or consent however, that if shares of Preferred Stock are outstanding and all such shares are held by Investor Holders, this Section 3.1(a) shall not be applicable to any Liquidation Eventamendment of the certificate of incorporation of the Company (including an amendment effected by operation of law) as to which the holders of the Preferred Stock would have a class vote; (b) amendmentTake or consent to any action that would cause any Investor and/or any Person whose Equity Interests in the Company must be aggregated with those of an Investor for purposes of the BHC Act, alterationindividually or collectively, to Beneficially Own more than 9.99% of any class of Voting Shares (other than an action by an Investor Holder or any such Person), including through buy-backs of Shares, reverse stock splits, or repeal any provision issuances of Shares; provided, however, that for purposes of this Section 3.1(b) Beneficial Ownership by the Post-IPO M&AInvestor shall be calculated without regard to Voting Shares acquired by the Investor after the Initial Closing (as defined in the Purchase Agreement) (other than Voting Shares acquired pursuant to a Cure Purchase (for the avoidance of doubt, only the number of shares required to offset the dilution in the related Dilution Notice shall not be deemed to be Beneficially Owned for this purpose)); (c) Purchase or redeem any material changes to, or cessation of, any line shares 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, Common Stock other than (i) additional Post-IPO Class B Ordinary Shares a purchase or redemption to which Section 4.3 applies, (ii) a purchase or redemption in which a pro rata portion of the Preferred Stock are purchased or redeemed on the same terms and conditions as applicable to the other shares of Common Stock being so purchased or redeemed or (by reclassification iii) a purchase or otherwise) any class redemption (or series that are pari passu of related purchases or senior redemptions) in any respect to the Postwhich less than twenty-IPO Class A Ordinary Shares; five percent (e25%) 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 outstanding shares of the Company then in existence who vote agaianst Common Stock (determined as of immediately prior to 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)purchase or redemption) is so purchased or redeemed.

Reserved Matters. 5.1 From 12.4.1 The following shall be “Reserved Matters”, and after the completion unless at least one of the IPOSempra Directors (in the case of an action by the Board) or at least one of the Sempra Members (in the case of an action by the Members) shall have consented, the Partnership shall not, and shall not permit its subsidiaries, subject to Clause 12.4.2, to: (i) amend, alter or waive the terms of this Agreement, the Members’ interest in addition the Partnership or the constitutional documents of any material subsidiary of the Partnership; (ii) wind-up or liquidate the Partnership or adopt a plan to effect any of the foregoing; (iii) wind-up, sell, pledge, lease, assign or otherwise dispose of all or substantially all of the equity or assets of any material subsidiary of the Partnership (other than any merger, consolidation or amalgamation of, or similar transaction relating to, a wholly owned subsidiary of the Partnership with or into another wholly owned subsidiary of the Partnership that would not have an adverse Tax effect on any Member); (iv) issue securities in respect of the Members’ interests in the Partnership, including (a) puts, calls, options, stock appreciation rights or warrants in respect of, or securities convertible into, interests in the Partnership or securities thereof, (b) rights with an exercise or conversion privilege at a price related to interests in the Partnership or securities thereof, (c) derivatives contracts that have the effect of transferring the economic benefits and/or burdens of the ownership of the interests in the Partnership to a third party or (d) other rights or options to buy or sell interests in the Partnership or securities thereof; (v) except for (a) agreements or arrangements entered into in the ordinary course of Business, (b) agreements or arrangements entered into as agent for RBS under the Commodities Trading Activities Master Agreement and (c) Trading Agreements, purchase or otherwise acquire (including by transfer from any Associated Company), other than in the ordinary course of the trading businesses of any subsidiary of the Partnership, any stock or equity interests in or of any other vote Person or consent required by the Companies Law and the Post-IPO M&Aany assets of any other Person, each Party shall, within its power, procure that, for so long as Sohu Search or Tencent holds not less than 15% any business (or a substantial part of the issued shares of the Company (calculated on a fully diluted basisbusiness), 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 one transaction or a series of related transactions, (x) for an aggregate purchase price exceeding $10,000,000, or (y) that approves would represent a material new line of business; (vi) cease to operate or effects materially reduce the scope of the business carried on as at the date hereof by the four (4) principal business units of the SET Group, being Gas, Power, Oil and Metals, except to the extent that such cessation or reduction is the result of adverse changes in market conditions or historical performance; (vii) incur any Indebtedness other than (a) Indebtedness that is incurred in order to operate the Business or pay distributions owing to RBS, Sempra Energy or any of their respective Associated Companies or (b) Indebtedness that is incurred in order to operate the Business and (x) is Indebtedness of the type not provided by RBS and its Associated Companies, (y) is required under Applicable Law to be incurred from Persons other than RBS and its Associated Companies or (z) prior to the Partnership incurring such Indebtedness, RBS has agreed with the Partnership or the third party from which such Indebtedness is incurred that RBS will pay the interest accruing in respect of such Indebtedness to the extent exceeding LIBOR plus fifty (50) basis points and, in the case of this clause (z), the aggregate amount of Indebtedness of the Partnership owing to Persons other than RBS and its Associated Companies does not exceed $100,000,000 at any time outstanding; (viii) issue any guarantees, letters of credit or other forms of credit support (other than in the ordinary course of the SET Business); (ix) amend, alter, terminate, grant waivers or consents, fail to enforce its rights (after receipt of notice with reasonable specificity thereof from the Sempra Members) under or enter into any new agreements with respect to (a) matters substantially similar to any of the following matters:Related Agreements (other than Related Agreements to which Sempra Energy or any of its Associated Companies is a party) or (b) except to the extent such action is consistent with Clause 13.3, any material arrangement for the provision of services to the Partnership or any subsidiary of the Partnership by, or for the purchase by the Partnership or any subsidiary of the Partnership of material goods or services from, RBS or any subsidiary or affiliate of RBS; (x) conduct any activities or business other than the SET Core Businesses and the SET Non-Exclusive Businesses; (xi) enter into any agreement or arrangement having a term longer than two (2) years or providing for actual or potential aggregate payments by the Partnership or any subsidiary of the Partnership in excess of $10,000,000, except for (a) any Liquidation Event, agreements 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 arrangements entered into in the ordinary course of business on an arm’s length basis; andthe Business, (b) agreements or arrangements entered into as agent for RBS under the Commodities Trading Activities Master Agreement and (c) Trading Agreements; (fxii) enter into any agreement that imposes a material restriction on the conduct by the Partnership or commitment to any its subsidiaries of the foregoingBusiness; (xiii) cause any member of the SET Group that is not an entity organised under United States federal or state law to engage in any trade or business in the United States, to own any assets located in the United States, or to hold or acquire “United States property” as defined in Code Section 956(c); (xiv) make any determination or distribute any amounts to the Members under Clause 5.6; (xv) take any action with regard to the matters described in this Agreement that require the consent of at least one of the Sempra Members or Sempra Directors; or (xvi) enter into, assume or become bound by any contract to take any action in furtherance of the above specified Reserved Matters, or otherwise attempt to take any action in furtherance of the above specified Reserved Matters, either directly or indirectly. 5.2 Where 12.4.2 If the Partnership or RBS is compelled to take any act listed action or engage in Sections 5.1(a) activity that constitutes a Reserved Matter in order to 5.1(f) above requires comply with Applicable Laws, and the approval consent of at least one 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 Sempra Members has not been obtained, then, before taking any such action or engaging in any such activity, RBS or the Partnership shall provide the Sempra Members with notice as soon as is reasonably practicable of its intent to take such action or engage in such conduct (which notice shall, if reasonably practicable, be in writing). If, upon receipt of such notice, at least one Sempra Member does not consent to the taking of such action or the engaging in such conduct, then the holders of all classes of shares of the Company then in existence who vote agaianst such act Partnership or RBS, as applicable, shall, collectively, have such number of votes as are equal to the aggregate number extent reasonably practicable, consult in good faith with the Sempra Members in order to determine whether compliance with such Applicable Law can be achieved by curing any fact or circumstance that is then existing, or taking any other course of votes cast action, rather than by taking action or engaging in favor any activity that constitutes a Reserved Matter. Notwithstanding the foregoing, neither RBS nor the Partnership shall be deemed to be in breach of this Clause 12.4 if, as a result of Applicable Law, RBS or the Partnership, as the case may be, is unable to either provide the notice or engage in the consultation required above because the time delay required to provide such act plus one (1)notice or engage in such consultation would pose an immediate and significant risk to RBS or the Partnership, respectively. The Partnership or RBS, as applicable, shall provide written notice to the Sempra Members of any action taken pursuant to the preceding sentence concurrently with or immediately following the taking of any such action.

Reserved Matters. 5.1 From 9.1 Subject to Clause 9.2, the General Partner undertakes to the Investors and after each Investor undertakes to the completion of the IPOother Investor(s) to procure that no resolution, in addition to any other vote decision 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”) action shall be obtained for any action (whether passed, made or taken by amendment of the Post-IPO M&A or otherwise, and whether GBH LP in a single transaction or a series of related transactions) that approves or effects relation to any of the following mattersmatters without the prior written consent (requested in writing by GBH LP) of each of Silver Lake and Partners Group: (a) any Liquidation Event, or consent amendments made to any Liquidation Eventthe SL Deed of Adherence; (b) amendment, alteration, or repeal any provision incurrence of the Post-IPO M&Aindebtedness for borrowed money by GBH LP; (c) any material changes to, or cessation of, any line allotment of the Principal BusinessLP Interests; (d) creation any sale of Shares except in accordance with Clause 6.3; (e) the dissolution of GBH LP (except following the full liquidation or authorization sale of the creation ofinvestment in the Group or following a distribution pursuant to Clause 6.4); (f) the transformation of GBH LP into another legal form (except as a result of any action that is otherwise permitted or contemplated in this Agreement), or issuance of or creation of an obligation as permitted by applicable law, which has a material and disproportionately adverse effect on Partners Group and its Permitted Affiliate Transferees; (g) the amendment of the Company to issue, LPA in a manner (except as a result of any action that is otherwise permitted or contemplated in this Agreement) which has a material and disproportionately adverse effect on Partners Group and its Permitted Affiliate Transferees; (h) any related party transaction between (i) additional Post-IPO Class B Ordinary GBH LP and its subsidiaries, on the one hand; and (ii) the General Partner, Silver Lake, any other Funds advised or managed by Silver Lake Technology Management LLC, any portfolio companies of any such other Funds and/or any of their respective Affiliates, on the other hand, which are not on arm’s length terms or which are not fair market value; or (i) any action that is either: (i) not connected with or otherwise related to the ownership of Shares or (ii) shares in breach of (this Agreement, the LPA, the Merger Agreement, the Registration Rights Agreement, the Relationship Agreement and any arrangements, agreements or transactions contemplated by reclassification or otherwise) any class or series such agreements. 9.2 To the extent that are pari passu or senior in any respect no response 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 a request for consent pursuant to any Clause 9.1 is received by GBH LP within 10 Business Days 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 obtainedrequest for consent being made, then the holders of all classes of shares of the Company then in existence who vote agaianst such act shall, collectively, consent shall be deemed to have such number of votes as are equal to the aggregate number of votes cast in favor of such act plus one (1)been given.

Reserved Matters. 5.1 From 12.4.1 The following shall be “Reserved Matters”, and after the completion unless at least one of the IPOSempra Directors (in the case of an action by the Board) or at least one of the Sempra Members (in the case of an action by the Members) shall have consented, the Partnership shall not, and shall not permit its subsidiaries, subject to Clause 12.4.2, to: (i) amend, alter or waive the terms of this Agreement, the Members’ interest in addition the Partnership or the constitutional documents of any material subsidiary of the Partnership; (ii) wind-up or liquidate the Partnership or adopt a plan to effect any of the foregoing; (iii) wind-up, sell, pledge, lease, assign or otherwise dispose of all or substantially all of the equity or assets of any material subsidiary of the Partnership (other than any merger, consolidation or amalgamation of, or similar transaction relating to, a wholly owned subsidiary of the Partnership with or into another wholly owned subsidiary of the Partnership that would not have an adverse Tax effect on any Member); (iv) issue securities in respect of the Members’ interests in the Partnership, including (a) puts, calls, options, stock appreciation rights or warrants in respect of, or securities convertible into, interests in the Partnership or securities thereof, (b) rights with an exercise or conversion privilege at a price related to interests in the Partnership or securities thereof, (c) derivatives contracts that have the effect of transferring the economic benefits and/or burdens of the ownership of the interests in the Partnership to a third party or (d) other rights or options to buy or sell interests in the Partnership or securities thereof; (v) except for (a) agreements or arrangements entered into in the ordinary course of Business, (b) agreements or arrangements entered into as agent for RBS under the Commodities Trading Activities Master Agreement and (c) Trading Agreements, purchase or otherwise acquire (including by transfer from any Associated Company), other than in the ordinary course of the trading businesses of any subsidiary of the Partnership, any stock or equity interests in or of any other vote Person or consent required by the Companies Law and the Post-IPO M&Aany assets of any other Person, each Party shall, within its power, procure that, for so long as Sohu Search or Tencent holds not less than 15% any business (or a substantial part of the issued shares of the Company (calculated on a fully diluted basisbusiness), 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 one transaction or a series of related transactions, (x) for an aggregate purchase price exceeding $10,000,000, or (y) that approves would represent a material new line of business; (vi) cease to operate or effects materially reduce the scope of the business carried on as at the date hereof by the four (4) principal business units of the SET Group, being Gas, Power, Oil and Metals, except to the extent that such cessation or reduction is the result of adverse changes in market conditions or historical performance; (vii) incur any Indebtedness other than (a) Indebtedness that is incurred in order to operate the Business or pay distributions owing to RBS, Sempra Energy or any of their respective Associated Companies or (b) Indebtedness that is incurred in order to operate the Business and (x) is Indebtedness of the type not provided by RBS and its Associated Companies, (y) is required under Applicable Law to be incurred from Persons other than RBS and its Associated Companies or (z) prior to the Partnership incurring such Indebtedness, RBS has agreed with the Partnership or the third party from which such Indebtedness is incurred that RBS will pay the interest accruing in respect of such Indebtedness to the extent exceeding LIBOR plus fifty (50) basis points and, in the case of this clause (z), the aggregate amount of Indebtedness of the Partnership owing to Persons other than RBS and its Associated Companies does not exceed $100,000,000 at any time outstanding; (viii) issue any guarantees, letters of credit or other forms of credit support (other than in the ordinary course of the SET Business); (ix) amend, alter, terminate, grant waivers or consents, fail to enforce its rights (after receipt of notice with reasonable specificity thereof from the Sempra Members) under or enter into any new agreements with respect to (a) matters substantially similar to any of the following matters:Related Agreements (other than Related Agreements to which Sempra Energy or any of its Associated Companies is a party) or (b) except to the extent such action is consistent with Clause 13.3, any material arrangement for the provision of services to the Partnership or any subsidiary of the Partnership by, or for the purchase by the Partnership or any subsidiary of the Partnership of material goods or services from, RBS or any subsidiary or affiliate of RBS; (x) conduct any activities or business other than the SET Core Businesses and the SET Non-Exclusive Businesses; (xi) enter into any agreement or arrangement having a term longer than two (2) years or providing for actual or potential aggregate payments by the Partnership or any subsidiary of the Partnership in excess of $10,000,000, except for (a) any Liquidation Event, agreements 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 arrangements entered into in the ordinary course of business on an arm’s length basis; andthe Business, (b) agreements or arrangements entered into as agent for RBS under the Commodities Trading Activities Master Agreement and (c) Trading Agreements; (fxii) enter into any agreement that imposes a material restriction on the conduct by the Partnership or commitment to any its subsidiaries of the foregoingBusiness; (xiii) cause any member of the SET Group that is not an entity organised under United States federal or state law to engage in any trade or business in the United States, to own any assets located in the United States, or to hold or acquire “United States property” as defined in Code Section 956(c); (xiv) make any determination or distribute any amounts to the Members under Clause 5.6; (xv) take any action with regard to the matters described in this Agreement that require the consent of at least one of the Sempra Members or Sempra Directors; or (xvi) enter into, assume or become bound by any contract to take any action in furtherance of the above specified Reserved Matters, or otherwise attempt to take any action in furtherance of the above specified Reserved Matters, either directly or indirectly. 5.2 Where 12.4.2 If the Partnership or RBS is compelled to take any act listed action or engage in Sections 5.1(a) activity that constitutes a Reserved Matter in order to 5.1(f) above requires comply with Applicable Laws, and the approval consent of at least one 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 Sempra Members has not been obtained, then then, before taking any such action or engaging in any such activity, RBS or the holders of all classes of shares of the Company then in existence who vote agaianst such act Partnership 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).