Shareholder Reserved Matter definition
Examples of Shareholder Reserved Matter in a sentence
Each Shareholder agrees and shall procure that no action is taken or resolution passed by the Company, and the Company shall not take any action (and shall procure that the relevant Group Company shall not take any action), in respect of any Supermajority Shareholder Reserved Matter, without the prior written approval of the Super Qualifying Shareholder (or each of the Super Qualifying Shareholders if there are more than one).
If at any time an IPO is approved by the Shareholders as a Supermajority Shareholder Reserved Matter (an "Approved Listing"), each Shareholder shall, in connection with the implementation of such Approved Listing shall take such other steps (including using its rights and powers as a shareholder, director, employee or otherwise of the relevant Group Company) and give such other co-operation and assistance as reasonably necessary to implement the Approved Listing.
The Parties agree that no action shall be taken by the Board, nor shall the Parties request or permit the taking of any action by the Board, with respect to any matters set out in Exhibit 1 of this Agreement (each, a “Shareholder Reserved Matter”) unless such Shareholder Reserved Matter has been approved by both the Shareholders.
No Shareholder or Affiliate of the Shareholder may charge the Group any costs in complying with this paragraph (a) beyond its direct incremental costs unless approved as a Shareholder Reserved Matter in accordance with the terms of this deed.
The Parties agree and shall procure that, unless otherwise agreed as a Shareholder Reserved Matter under the terms of this deed, the HET Guarantor (and its Affiliates) and the VIP Guarantor (and its Affiliates) shall not, on or after the Effective Date, charge or re-charge to the Group any personnel, administrative, office or overhead costs or expenses in relation to any support services that may be made available to, the Group from time to time.