Common use of RESTRICTED MATTERS Clause in Contracts

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 change in the financial year end; 19.17 any change in auditors; 19.18 any change in the accounting and/or dividend policies or practices; 19.19 the determination of business strategy; 19.20 the determination of any bank overdraft limits; 19.21 the conclusion or alteration of any business arrangement, including any contract, or the waiver of any rights in connection with such arrangement, with any shareholder of the COMPANY or any company, close corporation, partnership or similar entity controlled by any such person or in which any such person has a direct or indirect interest; 19.22 any matter which requires to be passed by special resolution in terms of the Companies Act.

RESTRICTED MATTERS. The parties shall procure that Save for any redemption of the COMPANY shall not directly B Class ordinary Shares in terms of the memorandum, or indirectly undertake other rights expressly recorded therein or enter into any herein, none of the following transactions actions may be taken or matters done or allowed to be taken and done and the Parties must procure that none of the following actions are taken or done with respect to the Company and whether by the board or shareholders without the prior written consent of all Xxxx X-Co: 11.1 any variation, amendment or alteration to this Memorandum; 11.2 any change to or variation of the SHAREHOLDERS, which consent may be specific rights attaching to the transaction or matter concerned or may be authorised share capital of the Company; 11.3 the issue of capitalisation shares as contemplated in general terms:section 47 of the Companies Act; 19.1 11.4 the conduct repurchase of Shares; 11.5 the granting of any business undertaking other than that set out In clause 6options in respect of the Company’s securities, or the issue of any convertible securities, as contemplated in section 42 of the Companies Act; 19.2 11.6 the establishment issue of any new debt instruments as contemplated in section 43 of the Companies Act; 11.7 the voluntary liquidation of the Company; 11.8 the de-registration of the Company; 11.9 the commencement of business undertaking or activity or rescue proceedings in respect of the acquisition of Company by any existing business undertaking or activitymeans; 11.10 the cessation, whether by the acquisition of the assets of the undertaking temporary or indirectly by the purchase of equity in any company or otherwise; 19.3 the disposal permanent, of the whole or major part of the major portion of its assets or undertaking except as specifically provided for elsewhere in this AgreementBusiness; 19.4 11.11 any change to the general nature or scope of the Business; 11.12 the setting of any price for any goods to be sold by the Company to third parties; 11.13 the setting of any price of services, if any, to be provided by the Company to third parties; 11.14 any matter which, in terms of the Companies Act, requires approval by way of a special resolution of the Shareholders; 11.15 the entering into, cancellation or variation of any transactions or contracts with any person Related to the Company; 11.16 any restructuring of the Company or amalgamation or merger of the Company with any other person; 11.17 the formation, incorporation, acquisition or disposal by the Company of any assets other Subsidiary; 11.18 the incurring by the Company of any material foreign exchange exposure otherwise than in the ordinary and regular course of developing the sitebusiness; 19.5 11.19 any matter relating to the provision financing or capital or borrowings of the Company which would have the effect of directly or indirectly reducing the proportionate shareholding of any suretyship, undertaking, indemnity or other form of intercession for Shareholder; 11.20 the obligations creation of any third party; 19.6 employee share scheme with the provision inclusion 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 facilitiesprofit sharing arrangement, or the borrowing creation or implementation of any money, other than in the form of a development loan (referred to in paragraph 12 hereof)similar scheme; 19.9 11.21 the making removal or appointment of and the terms and conditions Accountants of any loan to any personthe Company; 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 11.22 any change in the financial year endof the Company; 19.17 any change 11.23 the delegation of powers vested in auditorsthe board to a committee of the board; 19.18 11.24 the incurring of any change capital expenditure by the Company exceeding R1 000 000,00 (One Million Rand) in aggregate; 11.25 the entering into by the Company of any material lease of movable or immovable property in excess of R500 000,00 (Five Hundred Thousand Rand) in aggregate; 11.26 any action or events that would result in the accounting and/or dividend policies Sale, lease, licence, conveyance or practicesother disposition of 75% (seventy-five percent) or more in the value of the assets of the Company; 19.19 11.27 the determination adoption by the Company of any tax schemes not in the ordinary and regular course of business strategyof the Company; 19.20 11.28 the determination approval of any bank overdraft limitsinvestment outside the ordinary and regular course of business of the Company; 19.21 11.29 the conclusion institution of litigation or alteration the settlement of any business arrangementclaim where the amount in dispute exceeds R1 000 000,00 (One Million Rand), including excluding the institution of legal proceedings against any contractshareholder, employee or director; and 11.30 the waiver approval of the remuneration of any rights employee in connection with such arrangement, with any shareholder excess of the COMPANY or any company, close corporation, partnership or similar entity controlled by any such person or in which any such person has a direct or indirect interest; 19.22 any matter which requires to be passed by special resolution in terms of the Companies ActR2 000 000,00 (Two Million Rand) per annum.

RESTRICTED MATTERS. The parties shall procure that 12.1 No decision of Participants and/or the COMPANY shall not directly or indirectly undertake or enter into Management Committee in relation to any of the following transactions matters set out in this clause 12 shall be of any force or matters without the prior written consent of effect unless all of the SHAREHOLDERSParticipants first agree thereto in writing and no Participant or member/s of the Management Committee may bind or purport to bind the Joint Venture to, which consent may be specific and/or cause the Joint Venture to undertake, any action in respect of the matters set out in this clause 12.1 unless and until such written agreement has been obtained - 12.1.1 the approval of and changes to the transaction or matter concerned or may be in general terms: 19.1 the conduct of Annual Budgets and strategic and annual business plans and any business undertaking other than that set out In clause 6modification thereof; 19.2 the establishment of 12.1.2 any new business undertaking individual or activity or the acquisition of any existing business undertaking or activity, whether cumulative expenditure by the acquisition Joint Venture in excess of 15% (fifteen percent) of the assets total annual expenditure approved in terms of the undertaking or indirectly by the purchase of equity in any company or otherwiseAnnual Budget; 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 12.1.3 the borrowing of any moneymoney or incurring of any debt, other than in accordance with the form of a development loan (referred to in paragraph 12 hereof)Annual Budget; 19.9 12.1.4 the creation and modification of mortgages, liens or other charges on the Joint Venture’s assets; 12.1.5 the making of and the terms and conditions of any loan to any person; 19.10 the dissolution, discontinuance Participant or winding up of its business third party 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 remunerationClaims; 12.1.6 the issuing of guarantees, suretyships, indemnities or letters of comfort (or the like) of any nature whatsoever, other than in accordance with the Annual Budget, unless and to the extent that such guarantees, suretyships, indemnities or letters of comfort (or the like) are required to be furnished in terms of the MPRDA; 12.1.7 any sale, transfer or disposal of the JV Business or of any assets of the Joint Venture (in the case of assets, otherwise than in the normal course of the JV Business) or any change in the JV Business or the discontinuance of any business activities of the Joint Venture; 12.1.8 the establishment or the acquisition and purchase by the Joint Venture of other businesses, either directly or indirectly, or the entering into of mergers or amalgamations with other businesses or entities; 12.1.9 the termination, liquidation or winding-up of the Joint Venture; 12.1.10 the appointment of any Participant or third party to manage The Mine and/or the JV Business, or the payment of any management fees by the Joint Venture to any director Participant or SHAREHOLDER by third party, other than in accordance with the COMPANY (excluding any amount that may Annual Budget; 12.1.11 the approval of transactions and contracts to 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 Joint Venture outside the ordinary course of its businessthe JV Business (other than the Related Agreements and the Company Asset Lease); 19.16 12.1.12 the appointment and removal of the Auditors; 12.1.13 the approval of the audited annual financial statements of the Joint Venture; 12.1.14 the appointment or termination of the appointment of any senior employee of the Joint Venture, being an employee earning an annual remuneration (calculated based on the cost thereof to the Joint Venture) in excess of R700,000.00 (seven hundred thousand rand) (Indexed) per annum (“Senior Employee”); 12.1.15 the alteration of salaries and remuneration of Senior Employees, other than in accordance with the Annual Budget or the payment of salaries, bonuses and/or profit share to the employees of the Joint Venture, other than in accordance with the Annual Budget; 12.1.16 the authorisation by the Joint Venture of obligations expressed in or amounts payable in foreign currency involving individual or cumulative amounts in excess of USD 100,000.00 (one hundred thousand United States dollars) (Indexed) in any Financial Year; 12.1.17 any change in the financial year endbasis of accounting, otherwise than in accordance with IFRS, from those used by the Joint Venture during the immediately preceding Financial Year; 19.17 12.1.18 the purchase, sale, hiring, letting or sub-letting of any change immovable property by the Joint Venture otherwise than in auditorsaccordance with the Annual Budget from time to time; 19.18 12.1.19 the institution of litigation or settlement of any change claim by the Joint Venture in the accounting and/or dividend policies excess of R500,000.00 (five hundred thousand rand) (Indexed) or practicesany claim involving technical information or any intellectual property right or seeking relief for an order not sounding in money; 19.19 12.1.20 any decision not to insure the determination of business strategyJoint Venture’s assets (or to insure such assets for a lesser amount) against such risks as may be recommended by the Joint Venture’s insurance brokers; 19.20 12.1.21 any agreement (other than the determination Related Agreements and the Company Asset Lease) with any of the Participants or a company, trust, close corporation or any other entity in which the shareholding of any bank overdraft limits; 19.21 of the conclusion or alteration Participants exceeds 25% (twenty-five percent) of any business arrangement, including any contractthe issued share capital of that Company, or the waiver beneficial interest of any rights in connection with such arrangement, with any shareholder of the COMPANY Participants exceeds 25% (twenty-five percent) of the total beneficial interest in that trust, close corporation or other entity, or any company, close corporation, partnership or similar entity controlled by any amendment to such person or in which any such person has a direct or indirect interestagreement; 19.22 12.1.22 the revaluation of any matter which requires assets of the Joint Venture; 12.1.23 a compromise generally with the Joint Venture’s creditors; 12.1.24 the delegation of any powers, duties or function/s of the Management Committee, including the power to be passed by special resolution re-delegate and any limitations thereon; or 12.1.25 the decision to suspend Mining operations within the JV Area for a period of more than 6 (six) months. 12.2 Should the Participants fail to reach agreement on any of the matters contemplated in clause 12.1 then such failure shall not constitute a dispute for the purposes of clause 21, nor shall it constitute a ground for winding-up of the Joint Venture and, unless and until otherwise determined in terms of clause 12.1 or agreed in writing between all of the Companies Act.Participants, no action shall be taken in respect of such matter/s.

RESTRICTED MATTERS. The parties (a) For a period of three years after the Closing Date, Seller shall procure that the COMPANY not, and 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 permit any of its assets; 19.7 Subsidiaries or controlled Affiliates to (or take any action in its capacity as an equityholder of, or otherwise intentionally encourage or assist, TrellisWare Technologies, Inc. to), directly or indirectly, (i) design, develop, manufacture or sell Restricted Products or any other product that directly competes with the purchase Business as of the Closing Date (a “Competing Activity”), (ii) acquire any Person, business or sale assets engaged in a Competing Activity (provided, that the foregoing shall not restrict the acquisition and subsequent ownership of any immovable property Person engaged in a Competing Activity so long as both (1) the Competing Activity accounts for no more than 15% of the total revenues of such Person (based on its latest annual financial statements), and (2) Seller either (A) divests all such Person(s), business(es) and asset(s) engaging in the Competing Activity within 12 months following the date of such acquisition or (B) ceases the engagement in any Competing Activity by such Person, business or assets within six months of the time of such acquisition, and ensures such Person(s), business(es) and asset(s) do not engage in any Competing Activity until the conclusion of such three year period, or (iii) acquire or hold investments or ownership of equity or economic interests in any Person engaged in a Competing Activity (other than equity or economic interests representing less than 10% of both the purchase aggregate voting and economic power of PROPERTY and such Person where neither Seller nor any of its Subsidiaries or controlled Affiliates have control rights or the sale right to appoint any member of sectional title units its board of directors or similar governing body)). Notwithstanding the foregoing clause (i), nothing in this Section 6.06(a) shall restrict the DEVELOPMENTS resale of Restricted Products: (x) on a stand-alone basis pursuant to any Customer Contract set forth on Schedule 2.06(b) (but subject to the SHAREHOLDERS as envisaged in paragraph 18 hereof); 19.8 the obtaining terms of any credit facilitiesarrangement put in place between Seller and Purchaser pursuant to Section 2.06(b)), 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 where such Restricted Products were purchased from Purchaser pursuant 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 change in the financial year end; 19.17 any change in auditors; 19.18 any change in the accounting and/or dividend policies or practices; 19.19 the determination of business strategy; 19.20 the determination of any bank overdraft limits; 19.21 the conclusion or alteration of any business arrangement, including any contract, or the waiver of any rights in connection with such arrangement, with any shareholder of the COMPANY or any company, close corporation, partnership or similar entity controlled by any such person or in which any such person has a direct or indirect interest; 19.22 any matter which requires to be passed by special resolution in terms of the Companies Act.Link-16 Terminal Supply Agreement; or

RESTRICTED MATTERS. The parties shall procure that Save for any redemption of the COMPANY shall not directly B Class ordinary Shares in terms of the memorandum, or indirectly undertake other rights expressly recorded therein or enter into any herein, none of the following transactions actions may be taken or matters done or allowed to be taken and done and the Parties must procure that none of the following actions are taken or done with respect to the Company and whether by the board or shareholders without the prior written consent of all Xxxx X-Xx: 11.1 any variation, amendment or alteration to this Memorandum; 11.2 any change to or variation of the SHAREHOLDERS, which consent may be specific rights attaching to the transaction or matter concerned or may be authorised share capital of the Company; 11.3 the issue of capitalisation shares as contemplated in general terms:section 47 of the Companies Act; 19.1 11.4 the conduct repurchase of Shares; 11.5 the granting of any business undertaking other than that set out In clause 6options in respect of the Company’s securities, or the issue of any convertible securities, as contemplated in section 42 of the Companies Act; 19.2 11.6 the establishment issue of any new debt instruments as contemplated in section 43 of the Companies Act; 11.7 the voluntary liquidation of the Company; 11.8 the de-registration of the Company; 11.9 the commencement of business undertaking or activity or rescue proceedings in respect of the acquisition of Company by any existing business undertaking or activitymeans; 11.10 the cessation, whether by the acquisition of the assets of the undertaking temporary or indirectly by the purchase of equity in any company or otherwise; 19.3 the disposal permanent, of the whole or major part of the major portion of its assets or undertaking except as specifically provided for elsewhere in this AgreementBusiness; 19.4 11.11 any change to the general nature or scope of the Business; 11.12 the setting of any price for any goods to be sold by the Company to third parties; 11.13 the setting of any price of services, if any, to be provided by the Company to third parties; 11.14 any matter which, in terms of the Companies Act, requires approval by way of a special resolution of the Shareholders; 11.15 the entering into, cancellation or variation of any transactions or contracts with any person Related to the Company; 11.16 any restructuring of the Company or amalgamation or merger of the Company with any other person; 11.17 the formation, incorporation, acquisition or disposal by the Company of any assets other Subsidiary; 11.18 the incurring by the Company of any material foreign exchange exposure otherwise than in the ordinary and regular course of developing the sitebusiness; 19.5 11.19 any matter relating to the provision financing or capital or borrowings of the Company which would have the effect of directly or indirectly reducing the proportionate shareholding of any suretyship, undertaking, indemnity or other form of intercession for Shareholder; 11.20 the obligations creation of any third party; 19.6 employee share scheme with the provision inclusion 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 facilitiesprofit sharing arrangement, or the borrowing creation or implementation of any money, other than in the form of a development loan (referred to in paragraph 12 hereof)similar scheme; 19.9 11.21 the making removal or appointment of and the terms and conditions Accountants of any loan to any personthe Company; 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 11.22 any change in the financial year endof the Company; 19.17 any change 11.23 the delegation of powers vested in auditorsthe board to a committee of the board; 19.18 11.24 the incurring of any change capital expenditure by the Company exceeding R1 000 000,00 (One Million Rand) in aggregate; 11.25 the entering into by the Company of any material lease of movable or immovable property in excess of R500 000,00 (Five Hundred Thousand Rand) in aggregate; 11.26 any action or events that would result in the accounting and/or dividend policies Sale, lease, licence, conveyance or practicesother disposition of 75% (seventy-five percent) or more in the value of the assets of the Company; 19.19 11.27 the determination adoption by the Company of any tax schemes not in the ordinary and regular course of business strategyof the Company; 19.20 11.28 the determination approval of any bank overdraft limitsinvestment outside the ordinary and regular course of business of the Company; 19.21 11.29 the conclusion institution of litigation or alteration the settlement of any business arrangementclaim where the amount in dispute exceeds R1 000 000,00 (One Million Rand), including excluding the institution of legal proceedings against any contractshareholder, employee or director; and 11.30 the waiver approval of the remuneration of any rights employee in connection with such arrangement, with any shareholder excess of the COMPANY or any company, close corporation, partnership or similar entity controlled by any such person or in which any such person has a direct or indirect interest; 19.22 any matter which requires to be passed by special resolution in terms of the Companies ActR2 000 000,00 (Two Million Rand) per annum.