Common use of Shareholder Reserved Matters Clause in Contracts

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.