RESTRICTED MATTERS. The parties shall procure that the COMPANY shall not directly or indirectly undertake or enter into any of the following transactions or matters without the prior written consent of all of the SHAREHOLDERS, which consent may be specific to the transaction or matter concerned or may be in general terms:
19.1 the conduct of any business undertaking other than that set out In clause 6;
19.2 the establishment of any new business undertaking or activity or the acquisition of any existing business undertaking or activity, whether by the acquisition of the assets of the undertaking or indirectly by the purchase of equity in any company or otherwise;
19.3 the disposal of the whole or the major portion of its assets or undertaking except as specifically provided for elsewhere in this Agreement;
19.4 the acquisition or disposal of any assets other than in the ordinary course of developing the site;
19.5 the provision of any suretyship, undertaking, indemnity or other form of intercession for the obligations of any third party;
19.6 the provision of any cession, pledge, mortgage, hypothecation or encumbrance of any of its assets;
19.7 the purchase or sale of any immovable property (other than the purchase of PROPERTY and the sale of sectional title units in the DEVELOPMENTS to the SHAREHOLDERS as envisaged in paragraph 18 hereof);
19.8 the obtaining of any credit facilities, or the borrowing of any money, other than in the form of a development loan (referred to in paragraph 12 hereof);
19.9 the making of and the terms and conditions of any loan to any person;
19.10 the dissolution, discontinuance or winding up of its business or any material part thereof except as specifically provided for in this Agreement;
19.11 the issue of shares, share options or debentures, whether convertible or otherwise, or any share buy-back;
19.12 the instituting or continuance of any legal proceedings of any nature other than for the uncontested collection of debts;
19.13 the employment of any staff by the COMPANY;
19.14 the payment of any remuneration, of any nature whatsoever, to any director or SHAREHOLDER by the COMPANY (excluding any amount that may be paid to a SHAREHOLDER or director for the provision of professional services to the COMPANY, which arrangement shall be dealt with under a separate written agreement, entered into by the COMPANY and the professional in question);
19.15 entering into any material contract which is not in the ordinary course of its business;
19.16 any c...
RESTRICTED MATTERS. No decision of the Management Committee in relation to any of the matters set out herein shall be of any force or effect unless Representatives representing an aggregate Participation Interest of greater than 70% (SEVENTY PERCENT) shall be in agreement in respect of such matters :
10.1 to the voluntary dissolution or liquidation of the Joint Venture and/or any resolution requiring or proposing such dissolution or liquidation;
10.2 the acquisition or purchase of other businesses, either directly or indirectly by means of purchasing shares in any company to which such business may belong or the entering into of further joint ventures;
10.3 any material change in the Business or the objects of the Joint Venture, or the material expansion of the Business; CIS/AAP/669 Page 68 1256/AAP/KJW 26/04/2004
10.4 any change in the basis of accounting, otherwise than in accordance with IAS, as the case may be, from those used by the Joint Venture during its immediately preceding Accounting Period and any decision authorising material changes to the book value of any of the assets of the Joint Venture;
10.5 the appointment of auditors;
10.6 the approval of the Annual Budget and each 2 (TWO) year rolling budget or the approval of any expenditure exceeding 10% (TEN PERCENT) of budgeted expenditure during the Exploitation Phase;
10.7 contracts entered into with Affiliates of the Participants in relation to the Joint Venture other than on an arm’s length basis;
10.8 any material transaction outside of the normal course of business;
10.9 the appointment of the Manager, other than Plateau or its Affiliates.
RESTRICTED MATTERS. Without the prior written consent of TNR, in each case, subject to Applicable Law, the Searchlight Shareholders (solely in their capacity as shareholders of the Company and not in any other capacity whatsoever) shall vote against (and TNR shall not be required to vote in favor of), any of the following transactions (“Restricted Matters”):
(a) any matter which has a disproportionate and materially adverse effect on the TNR Shareholders relative to other shareholders of the Company (including the Searchlight Shareholders);
(b) any transactions of the Company, Bezeq or any of its subsidiaries that are, in each case, covered by the provisions of Section 270(4) of the Companies Law (other than the agreement referenced in Section 2.5); and
(c) Any requests to, or agreements with, in each case after the date hereof, the Ministry of Communication or any other regulator with respect to any changes to the regulatory requirements on TNR.
RESTRICTED MATTERS. Subject to the provisions of the Companies Act in relation to special resolutions, no decision, whether of the Board or of the members in general meeting of the Company, in relation to any of the matters set out in this clause 17 shall be of any force and effect unless Shareholders holding an aggregate of not less than 75% of the Shares in the Company shall have agreed in respect of such matters–
17.1 the voluntary winding-up of the Company and/or any resolution requiring or proposing such winding-up;
17.2 the entering into by the Company of any business other than that of Mineral exploration and/or mining in the Republic and (to the extent applicable as at the Signature Date), Botswana;
17.3 any material change in the objects of the Company;
17.4 the disposal or hypothecation of the greater part of the assets of the Company;
17.5 save as otherwise provided in clause7, any change to the constitution and/or powers of the Board;
17.6 save as otherwise provided in this Agreement, the approval of agreements concluded between the Company and any Party or any Related Party of any Party which impose a financial obligation on the Company in excess of [***] in aggregate in any Financial Year and/or which is not terminable without penalty on 30 calendar days’ notice;
17.7 save as otherwise provided in this Agreement, the incurring by the Company of any material debt;
17.8 the entering into by the Company of any management of the nature contemplated in clause 9.3; 17.9 any change of the Company dividend policy;
RESTRICTED MATTERS. No decision of the Management Committee in relation to any of the matters set out herein shall be of any force or effect unless Representatives of both PTM and RM shall be in agreement in respect of such matters :
13.1 to the voluntary dissolution or liquidation of the Joint Venture and/or any resolution requiring or proposing such dissolution or liquidation;
13.2 the acquisition or purchase of other businesses, either directly or indirectly by means of purchasing shares in any company to which such business may belong or the entering into of further joint ventures;
13.3 any material change in the Business or the objects of the Joint Venture, or the material expansion of the Business;
13.4 any change in the basis of accounting, otherwise than in accordance with IAS, as the case may be, from those used by the Joint Venture during its immediately preceding Accounting Period and any decision authorising material changes to the book value of any of the assets of the Joint Venture;
13.5 the appointment of auditors;
13.6 the approval of Budgets or the approval of any Expenditure exceeding 10% (TEN PERCENT) of budgeted Expenditure during the Exploitation Phase;
13.7 contracts entered into with Affiliates of the Participants in relation to the Joint Venture other than on an arm’s length basis;
13.8 any material transaction outside of the normal course of business;
13.9 the appointment of the Manager, other than PTM or its Affiliates.
RESTRICTED MATTERS. Each Member undertakes to the other Member that it shall take all such steps as may be necessary or desirable, including, without limitation, exercising all voting and other rights and powers of control available to it in relation to the LLP, so as to procure (insofar as it is able to do so by the exercise of those rights and powers) that at all times during the term of this Agreement, no action shall be taken or resolution passed by the LLP in respect of any of the following matters, except with the prior written approval of all of the Members:
RESTRICTED MATTERS. (a) Between the date of this Agreement and Closing, the Philippine Parties and SM Subsidiaries shall not:
(i) do or agree to do, and shall procure that their Affiliates do not do or agree to do any of the matters specified in Sections 13.06(b) and 13.07 of the Cooperation Agreement; or
(ii) suffer, or permit to suffer, any of the matters specified in Sections 13.06(b) and 13.07 of the Cooperation Agreement, in each case, without the prior written consent of the MCE Parties or as expressly required by this Agreement.
(b) Between the date of this Agreement and Closing, the Philippine Parties and SM Subsidiaries shall not create, permit to subsist, or suffer the existence of, any Encumbrance over, or rights in favour of any Person over, their membership in the Consortium, the Land or Building Structures or the Project (other than the Belle Encumbrances).
(c) Sections 6.01, 6.02 and 6.03 of the Cooperation Agreement (“Right of Refusal for Additional Opportunities”, “Right of Refusal for Acquisition Opportunities” and “Non Compete”) shall apply to the Parties (and their Affiliates) between the date of this Agreement and Closing and the Parties agree to be bound by the covenants and undertakings specified in the Non Compete as if those covenants and undertakings were repeated in this Agreement.
RESTRICTED MATTERS. Except as may be required for the purposes of the Scheme, the Company shall not do nor allow any of the things set out in Schedule 5 (Conduct of business) between the date of this Agreement and the Effective Date, unless the Company obtains the prior consent in writing of the Offeror.
RESTRICTED MATTERS. 12.1 Notwithstanding anything to the contrary contained in this Deed, the Trustees may not acquire any assets or contributions in the name of the Trust, save for:
12.1.1 the R100 (One Hundred Rand) donated by the Founder in terms of clause 3.2;
12.1.2 Capital Contributions;
12.1.3 the Shares;
12.1.4 any distributions/assets derived from the Shares; and
12.1.5 interest earned on cash held from time to time.
RESTRICTED MATTERS. The Society and each member of the EBS Group will not do, or agree to do, any of the following matters other than in accordance with Clause 4 of this Agreement:
