Common use of Shareholder Supermajority Matters Clause in Contracts

Shareholder Supermajority Matters. Notwithstanding any provision of this Agreement or the Organizational Documents of Holdco 1 to the contrary, Holdco 1 shall not engage in or take, directly or indirectly, any of the following actions (each, a “Shareholder Supermajority Matter”) unless approved by a Supermajority Shareholder Vote: (i) to approve any amendments to the by-laws of Holdco 1 in respect to the following matters: (A) the corporate purpose, (B) the corporate capital, (C) the rights inherent to each class of shares and to the shareholders of Holdco 1, (D) the attributions of the shareholders regular meeting or any limitation to attributions of the Holdco 1 Board, (E) increase or decrease of the number of directors and officers, (F) dividends or other distributions, (G) the term of Holdco 1, (H) any change in the Fiscal Year of Holdco 1 and (I) the change of the headquarters of Holdco 1; (ii) to approve the dissolution, liquidation and winding-up of Holdco 1; (iii) to approve the transformation, merger, spin-up, or any kind of corporate reorganization of Holdco 1; (iv) to approve mechanisms for paying or making, or to approve, declare or pay, any dividends or other kinds of distributions to the shareholders of Holdco 1; (v) to approve the issuance, redemption, purchase or amortization of any Equity Securities or Convertible Securities of Holdco 1; (vi) to approve the disposal by sale, encumbrance or otherwise of 50% or more of the assets, including or not the liabilities, of Holdco 1, as determined by the balance sheet of the previous year, or to approve a plan contemplating the disposal by sale, encumbrance or otherwise of 50% or more of the assets of Holdco 1; (vii) to approve the disposal by sale, encumbrance or otherwise of 50% or more of the assets of a Subsidiary of Holdco 1 representing at least 20% of the assets of Holdco 1, or to approve the disposal by sale, encumbrance or otherwise of the Equity Securities of such Subsidiary of Holdco 1 which has the effect of making Holdco 1 lose control over it; (viii) to approve the grant of any security interest or guarantee to secure obligations of third parties (including Related Parties) in excess of 50% of the assets of Holdco 1; (ix) to approve the execution, amendment, termination or ratification of acts or agreements with Related Parties, exclusively in the cases that a statutory limitation requires that these matters be approved by the shareholders; and (x) to appoint or remove the Accountants.

Shareholder Supermajority Matters. Notwithstanding any provision of this Agreement or the Organizational Documents of Holdco 1 I to the contrary, Holdco 1 I shall not engage in or take, directly or indirectly, any of the following actions (each, a “Shareholder Supermajority Matter”) unless approved by a Supermajority Shareholder Vote: (i) to approve any amendments to the by-laws of Holdco 1 I in respect to the following matters: (A) the corporate purpose, (B) the corporate capital, (C) the rights inherent to each class of shares and to the shareholders of Holdco 1I, (D) the attributions of the shareholders regular meeting or any limitation to attributions of the Holdco 1 I Board, (E) increase or decrease of the number of directors and officers, (F) dividends or other distributions, (G) the term of Holdco 1I, (H) any change in the Fiscal Year of Holdco 1 I and (I) the change of the headquarters of Holdco 1I; (ii) to approve the dissolution, liquidation and winding-up of Holdco 1I; (iii) to approve the transformation, merger, spin-up, or any kind of corporate reorganization of Holdco 1I; (iv) to approve mechanisms for paying or making, or to approve, declare or pay, any dividends or other kinds of distributions to the shareholders of Holdco 1I; (v) to approve the issuance, redemption, purchase or amortization of any Equity Securities or Convertible Securities of Holdco 1I; (vi) to approve the disposal by sale, encumbrance or otherwise of 50% or more of the assets, including or not the liabilities, of Holdco 1I, as determined by the balance sheet of the previous year, or to approve a plan contemplating the disposal by sale, encumbrance or otherwise of 50% or more of the assets of Holdco 1I; (vii) to approve the disposal by sale, encumbrance or otherwise of 50% or more of the assets of a Subsidiary of Holdco 1 I representing at least 20% of the assets of Holdco 1I, or to approve the disposal by sale, encumbrance or otherwise of the Equity Securities of such Subsidiary of Holdco 1 I which has the effect of making Holdco 1 I lose control over it; (viii) to approve the grant of any security interest or guarantee to secure obligations of third parties (including Related Parties) in excess of 50% of the assets of Holdco 1I; (ix) to approve the execution, amendment, termination or ratification of acts or agreements with Related Parties, exclusively in the cases that a statutory limitation requires that these matters be approved by the shareholders; and (x) to appoint or remove the Accountants.

Shareholder Supermajority Matters. Notwithstanding any provision of this Agreement or the Organizational Documents of Holdco 1 I to the contrary, Holdco 1 I shall not engage in or take, directly or indirectly, any of the following actions (each, a “Shareholder Supermajority Matter”) unless approved by a Supermajority Shareholder Vote: (i) to approve any amendments to the by-laws of Holdco 1 I in respect to the following matters: (A) the corporate purpose, (B) the corporate capital, (C) the rights inherent to each class of shares and to the shareholders of Holdco 1I, (D) the attributions of the shareholders regular meeting or any limitation to attributions of the Holdco 1 I Board, (E) increase or decrease of the number of directors and officers, (F) dividends or other distributions, (G) the term of Holdco 1I, (H) any change in the Fiscal Year of Holdco 1 I and (I) the change of the headquarters of Holdco 1I; (ii) to approve the dissolution, liquidation and winding-up of Holdco 1I; (iii) to approve the transformation, merger, spin-up, or any kind of corporate reorganization of Holdco 1I; (iv) to approve mechanisms for paying or making, or to approve, declare or pay, any dividends or other kinds of distributions to the shareholders of Holdco 1I; (v) to approve the issuance, redemption, purchase or amortization of any Equity Securities or Convertible Securities of Holdco 1;I; ­SC1:2502057.9 (vi) to approve the disposal by sale, encumbrance or otherwise of 50% or more of the assets, including or not the liabilities, of Holdco 1I, as determined by the balance sheet of the previous year, or to approve a plan contemplating the disposal by sale, encumbrance or otherwise of 50% or more of the assets of Holdco 1I; (vii) to approve the disposal by sale, encumbrance or otherwise of 50% or more of the assets of a Subsidiary of Holdco 1 I representing at least 20% of the assets of Holdco 1I, or to approve the disposal by sale, encumbrance or otherwise of the Equity Securities of such Subsidiary of Holdco 1 I which has the effect of making Holdco 1 I lose control over it; (viii) to approve the grant of any security interest or guarantee to secure obligations of third parties (including Related Parties) in excess of 50% of the assets of Holdco 1I; (ix) to approve the execution, amendment, termination or ratification of acts or agreements with Related Parties, exclusively in the cases that a statutory limitation requires that these matters be approved by the shareholders; and (x) to appoint or remove the Accountants.