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. The Company shall not, and the Company 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, the board of directors of any Subsidiary of the Company, 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 prior approval or written consent of the holders of fifty percent (50%) of the voting power of the outstanding Shares of the Company (including the prior approval or consent of each Investor Shareholder); provided that, any transaction for the purposes of the Restructuring that is expressly contemplated in the Restructuring Framework Agreement shall not require approval or consent in accordance with this Section 2.09, 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 holders representing more than fifty percent (50%) of the voting power of all of the Shares of the Company voting as a single class and all of the Investor Shareholders, 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; provided further, that the quorum of any general meeting of the Shareholders which is concerned with any reserved matter as provided in this Section 2.09 shall include all the Investor Shareholders; provided further, that if any specific matter has been approved by Investor Directors pursuant to Section 2.07 or Section 2.08, that matter shall not be subject to any approval pursuant to this Section 2.09:
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:
Shareholder Reserved Matters. 1. Any IPO of the Company or any public offer of shares in the Company.
Shareholder Reserved Matters. (A) For as long as each Party owns Garanti Shares representing 15% or more of the Shares, (i) each Party shall vote all of the Garanti Shares it then owns to ensure that the matters listed below (whether such matters are decided by the Company or a Material Subsidiary (as the case may be) in a ***Confidential Treatment Requested meeting of the Board of Directors, annual or extra-ordinary meeting of shareholders or otherwise) shall only be implemented or approved with all the Parties’ consent or as decided at the Reserved Matters Decision Committee meeting and (ii) Dogus Shareholders otherwise undertakes not to vote against or challenge any other matter not listed below proposed to be implemented or approved by BBVA Shareholder (save where such matter conflicts with an express right granted to it under this Agreement during the Phase II Period).
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:
Shareholder Reserved Matters. 1 Approving 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. 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.
Shareholder Reserved Matters. 20.1 Shareholders’ meetings shall be governed by the Articles and applicable Laws.
