Common use of Shareholder Reserved Matters Clause in Contracts

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 Company and the Key Group Companies shall not, and the Company 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, the board of directors of any Subsidiary of the Company, 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 prior approval or written consent of the holders of from (a) Ordinary Holders representing more than fifty percent (50%) of the voting power of all of the outstanding Ordinary Shares of the Company voting as a single class and (including b) the prior approval or consent of each Investor Shareholder)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 2.09, 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 holders 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 all of the Investor ShareholdersMajority 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; 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: