Shareholder Reserved Matters. The Company and the Key Group Companies shall not, and the Company, the Key Group Companies and the Founder Parties shall procure each Group Company not to, take, permit to occur, approve, authorize, or agree or commit to do any action (including any action by the Board or any committee thereof) with respect to any of the following matters, whether in a single transaction or in a series of related transactions, directly or indirectly, whether by amendment, merger, amalgamation, consolidation or otherwise, without approval or written consent from (a) Ordinary Holders representing more than fifty percent (50%) of the voting power of all of the Ordinary Shares of the Company voting as a single class and (b) the Majority Preferred Holders; provided that, any transaction for the purposes of the Restructuring that is expressly contemplated in the Restructuring Memorandum or the Restructuring Framework Agreement shall not require approval or consent in accordance with this Section 2.11; provided further that where any such action requires the approval of a special resolution under the Companies Law and if the relevant approval or written consent has not been obtained from the Ordinary Holders representing more than fifty percent (50%) of the voting power of all of the Ordinary Shares of the Company voting as a single class and the Majority Preferred Holders, then all the Shareholders voting against such resolution shall have the voting rights equal to the aggregate power of all the Shareholders voting in favor of such resolution plus one:
(i) any Public Offering other than a Qualified IPO;
(ii) any issuance or authorization of issuance of any securities (including Equity Securities and bond instruments) by the Company except (A) securities issued or authorized to be issued since the Closing Date that do not exceed in the aggregate ten percent (10%) of the total issued and outstanding securities of the Company on an as-converted and fully diluted basis immediately after the Closing Date, for an effective issue price per Ordinary Share (on an as-converted basis) not less than the Series D+ Original Issue Price (for the avoidance of doubt, any issuance separately approved as a reserved matter in accordance with this Section 2.11(ii) shall not be counted toward this ten percent (10%) limit), and (B) in addition to and not exclusive with the ten percent (10%) limit referred to in Section 2.11(ii)(A) above, Ordinary Shares issued or authorized to be issued since the Cl...
Shareholder Reserved Matters. Subject to applicable law, the following matters (each, a “Shareholder Reserved Matter”) shall require the approval of shareholders holding more than: (a) 50% of the issued and outstanding NewCo Equity: 1. any change in the capital structure of NewCo; 2. any change in the size or composition of the Board; 3. effecting a public offering (including the listing or de-listing) of any securities on any stock-exchange or change in legal status (including public to private company or vice versa), or the taking of any step towards, or appointment of any advisers in connection, with a potential public offering (on any stock exchange) of any securities other than a qualified IPO; 4. any Permitted Sale (other than pursuant to the exercise of the drag- along rights described below); 5. any changes in capital structure or any corporate restructuring, including all forms of merger, acquisition, demerger or separation, recapitalization, amalgamation, scheme of arrangement, spin-off, consolidation, business combination, formation of subsidiaries, change of the legal entity form or nature for legal or tax purposes, or any similar transaction of a fundamental nature; 6. allotting, granting, issuing, redeeming or repurchasing any shares, options or other equity securities, other than: (a) to or from a member of the Target Group that is wholly-owned by another member of the Target Group, (b) pursuant to the EIP as or any other approved incentive plan, or (c) in connection with any acquisitions approved as a Board Reserved Matter; and 7. institution, release, discharge, compromise or settlement of any material litigation, arbitration, investigative or administrative (including tax or regulatory) proceedings of or before any court, arbitral body or agency with an amount in dispute in excess of US$20 million; (b) 75% of the issued and outstanding NewCo Equity: 8. any material change in the nature or scope of the business of the Target Group; 9. any alteration, amendment or repeal of any provision of any constitutional document of NewCo; and 10. dissolution, liquidation, winding up or any similar proceeding or action under any bankruptcy, insolvency or similar law relating to NewCo.
Shareholder Reserved Matters. So long as there are any relevant Preferred Shares outstanding, in addition to any other vote or consent required by the Companies Act,
(a) the Directors and the Shareholders, as applicable, shall cast their votes to procure that the consent of Majority Series A Preferred Shareholders, voting as a single and separate class, is obtained for any action (whether by amendment of the Charter Documents or otherwise, and whether in a single transaction or a series of related transactions) that approves or effects any of the following transactions involving any member of the Group:
(i) effect any Liquidation Event, or consent to any Liquidation Event;
(ii) amend, alter or repeal any provision of the Memorandum of Association or the Articles of Association of the Company in a manner that adversely affects the powers, preferences or rights of the Series A Preferred Shares except in connection with, and effective upon the completion of, a Qualified IPO;
(iii) create, or authorize the creation of, or issue or obligate itself to issue shares of (by reclassification or otherwise), any additional class or series of share capital unless the same have rights, powers, preferences or privileges junior to the Series A Preferred Shares, except in connection with, and effective upon the completion of, a Qualified IPO;
(iv) increase or decrease the authorized number of Ordinary Shares, Series A Preferred Shares, or the authorized share capital of the Company, or increase or decrease the share capital of any other Group Company if they would change as a result of such increase or decrease, except in connection with, and effective upon the completion of, a Qualified IPO;
(v) except in connection with, and effective upon the completion of, a Qualified IPO, (A) reclassify, alter or amend any existing security of the Company that is pari passu with the Series A Preferred Shares in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to the Series A Preferred Shares in respect of any such right, preference or privilege, or (B) reclassify, alter or amend any existing security of the Company that is junior to the Series A Preferred Shares in respect of the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends or rights of redemption, if such reclas...
Shareholder Reserved Matters. 1) The decision on the establishment of a subsidiary of the Company
2) The decision on matters related to acquisition of treasury stock of the Company.
3) The decision on the combination of Shares of the Company.
4) The decision on the issuance of New Shares for subscription or offers of stock acquisition rights of the Company.
5) The decision on the remuneration of directors and statutory auditor of the Company
6) The decision on the exemption of responsibility of directors to the Company regarding compensation for damages.
7) Increase and decrease in amount of capital or reserves.
Shareholder Reserved Matters. (a) The Company and the Shareholders agree that the following matters (the “Shareholder Reserved Matters”) will require the prior approval of each of SHUSA, Xxxxxx Holdco and Sponsor Holdings:
(i) Commencement of any proceeding for the voluntary dissolution, winding up or bankruptcy of the Company.
(ii) Any non-pro rata reduction to the share capital of the Company, except as required by law.
(iii) Any amendment to the articles of incorporation or by-laws of the Company, which amendment would change (A) the name of the Company, (B) the jurisdiction of incorporation of the Company, (C) the purpose or purposes for which the Company is organized, (D) the size of the Board of Directors or (E) the shareholder approval requirements for Shareholder Reserved Matters.
(iv) Any appointment to the Board of Directors contrary to the provisions regarding appointment of directors set forth in the by-laws of the Company or Section 4.1.
(v) Any merger, amalgamation or consolidation of the Company with any other entity or the spinoff of a substantial portion of the business of the Company.
(vi) The sale, conveyance, transfer or other disposition of all or substantially all of the assets of the Company, whether in a single transaction or a series of related transactions.
(vii) Any change in the principal line of business of the Company.
(b) Without the prior approval of each of SHUSA, Xxxxxx Holdco and Sponsor Holdings, the Company shall not take any Shareholder Reserved Matter.
(c) Each Shareholder shall only vote its Shares and any other Securities of the Company (to the extent such Securities have voting rights) at any regular or special meeting of the shareholders of the Company at which action is to be taken with respect to any Shareholder Reserved Matter, or in any written consent in lieu of such a meeting of shareholders, in favor of any Shareholder Reserved Matter if each Shareholder whose approval is required pursuant to Section 4.2(a) has given advance written notice to such Shareholder that it is in favor of the approval of such Shareholder Reserved Matter. Each Shareholder shall vote its Shares and any other Securities of the Company (to the extent such Securities have voting rights) at any regular or special meeting of the shareholders of the Company at which action is to be taken with respect to any Shareholder Reserved Matter, or in any written consent in lieu of such a meeting of shareholders, against any Shareholder Reserved Matter unless each Shareholder w...
Shareholder Reserved Matters. Each Group Company shall not, and shall not approve or agree to, without Shareholder Consent or a Shareholder Direction, unless such matter is specifically provided for in the Annual Budget or Business Plan:
Shareholder Reserved Matters. In respect of each matter below, these matters, in respect of the Company and each Company Subsidiary, are Shareholder Reserved Matters.
Shareholder Reserved Matters the Annual Strategic Business Plan and the Annual Budget included therein, as well as approving any deviation from the Annual Budget in excess of 5% with respect to total expenses save where circumstances arise requiring additional emergency expenditure that is necessary to avoid a material adverse effect on any member of the Group and it is not practicable in such circumstances to seek the prior consent of the Minority Shareholder.
Shareholder Reserved Matters. The Shareholders shall, and shall use their voting powers to, procure that no action is taken or resolution passed by the Company in respect of the following matters without the prior written consent of all the Shareholders:
(a) any action or decision which is required by law to be taken by shareholders’ resolution of the Company, as amended from time to time;
(b) any change in the share capital or the creation, allotment or issue of any Shares (other than as contemplated by this Agreement) or of any other security or the grant of any option or rights to subscribe for or to convert any instrument into such Shares or securities;
(c) the granting of any additional rights over Shares or a class of Shares or the alteration of any existing rights over Shares or a class of Shares or the conversion of any Shares into different types of Shares;
(d) any change to its Bye-Laws or the Memorandum of Association or other constitutional documents;
(e) any amendment to or termination of this Agreement (other than as provided for in Clause 12);
(f) the presentation of any petition or other action for its liquidation or winding-up or any action analogous to the above;
(g) any arrangement for any joint venture or partnership requiring an equity or quasi-equity contribution or for the acquisition or sale of the whole or substantially the whole of the share capital, assets or undertakings of the Company;
(h) any decision to increase or decrease the size of the board of directors of the Company;
(i) the adoption, modification or revision of any executive option scheme;
(j) any decision in relation to distribution policy made pursuant to Clause 11; and
(k) any decision to borrow from or to repay any indebtedness to the Shareholders or any of them or to procure any form of financial support from the Shareholders.
Shareholder Reserved Matters. 12.1 The Shareholders shall procure, as far as they lawfully can, that no action is taken or resolution passed by the Company in respect of the matters listed in Schedule 3 (Shareholder Reserved Matters) (“Shareholder Reserved Matters”), without the prior approval of Shareholders holding at least 75 per cent. of the Shares.
12.2 A series of related transactions shall be construed as a single transaction, and any amounts involved in the related transactions shall be aggregated, to determine whether a matter is a Shareholder Reserved Matter.
