CONSENSUS MATTERS Sample Clauses
The "Consensus Matters" clause establishes that certain decisions or actions under the agreement require the mutual agreement of all relevant parties. In practice, this means that no single party can unilaterally make decisions on specified issues; instead, all parties must discuss and reach a shared understanding before proceeding. This clause is essential for ensuring collaborative decision-making and preventing disputes by requiring collective approval, thereby promoting fairness and transparency in the management of joint matters.
CONSENSUS MATTERS. 10.1. Notwithstanding anything to the contrary contained in this Agreement or any agreement, the Company, its Boards of directors or general meetings, committees shall not take any action or decision (and shall not authorize any employees and agents) in relation to any of the matters set forth hereunder (“Consensus Matters”) without the prior written approval of the Purchaser.
10.1.1. Any amendments to the Memorandum and Articles of Association of the Company;
10.1.2. Changing the scope or nature of the Company’s Business or commencing any new business;
10.1.3. Transfer by way of sale, lease or otherwise of any, businesses of the Company or of any of its investments including for the avoidance of doubt, the equity securities held by the Company in the Operating Company;
10.1.4. Undertaking any new business;
10.1.5. Any merger, demerger, consolidation, reorganisation or liquidation, or any sale, lease, exchange or other disposition of any material portion of the assets or Business of the Company (save and except merger/amalgamation of the Company into the Operating Company);
10.1.6. Enter into any material contract or arrangement outside the ordinary course of its Business or whereby any person or entity would or might receive remuneration calculated by reference to the Company’s income or profits;
10.1.7. Sale, transfer lease, license or in any way dispose of any of its assets otherwise than in the ordinary course of its business or factor or assign any of its book debts;
10.1.8. Invest the funds of the Company, other than in the Operating Company;
10.1.9. Investing moneys in the shares / securities of anybody corporate including any subsidiaries of the Company, other than in the Operating Company;
10.1.10. Filling up of a casual vacancy in the Board, relating to an Independent Director;
10.1.11. Creating any mortgage, charge, or other encumbrances with respect to the Company’s properties and assets (including investments) or provide any guarantees, other than for the benefit of the Operating Company;
10.1.12. Approving the Balance Sheet and Profit and Loss Accounts of the Company; and
10.1.13. Acquisition of assets of other businesses, creation of subsidiaries, joint ventures or partnerships.
10.1.14. Making of loans or advances by the Company to any person or remitting or extending the time of repayment of any such loans or advances.
10.1.15. Obtaining any loan or altering any material terms or conditions of any such loan.
10.1.16. Entering into an agree...
CONSENSUS MATTERS. The Company shall not proceed with any of the following matters unless a director designated by each Group is among the directors approving the matter as provided in Section 6(a):
(i) a Transaction Resulting in a Change of Interest or a Transfer of all or substantially all of the assets of the Company or any Subsidiary other than as contemplated in Section 6(b)(v) or 6(b)(vi), or any fundamental change in the nature of the business of such company;
(ii) any transaction with any person or entity having a significant relationship with any Shareholder Party, other than on a reasonably arms' length basis;
(iii) the appointment or removal of the independent auditors of the Company or any Subsidiary, which should, in any case, be an internationally recognized accounting firm;
(iv) the issuing of any securities other than for fair value, or the taking of any action that creates, increases or reduces a preference for one or more, but not all, series or classes of capital stock of the Company or any Subsidiary;
(v) increases or decreases in the size of the Board of Directors in a manner that affects the rights of representation set forth in this Agreement;
(vi) incurring any debt, granting any guarantee, transferring assets or permitting any Encumbrance thereon, or acting as a surety or guarantor for any third party, in any such case other than for fair value received;
(vii) making stock repurchases or other distributions other than on a prorata basis;
(viii) taking any action that would amend, modify or restate the Articles of Incorporation or Bylaws of the Company or any Subsidiary or entering into any voting or management agreement regarding the governance of any Subsidiary other than to effect a transaction expressly provided for in Section 6(b); and
(ix) the determination to cease to be a reporting company under the provisions of the United States Securities and Exchange Act of 1934, as amended.
CONSENSUS MATTERS. 13.1 The Parties shall procure that, subject to 13.2, no decision may be taken or done by or in connection with the Company or Kibali without the unanimous consent of the Parties.
13.2 If either Party’s Percentage is 45% or less:
13.2.1 any action of the Company in respect of any matter that is not a Key Decision shall be decided by majority vote of the Company Board; and
13.2.2 no Key Decision may be taken or done by or in connection with the Company or Kibali without the unanimous consent of the Parties, which consent can be provided in writing or at a meeting of the Parties.
13.3 The Parties shall procure that none of the following actions may be taken or done by or in connection with the Company or Kibali without the unanimous consent of the Parties, which consent can be provided in writing or at a meeting of the Parties (“Key Decisions”):
13.3.1 any sale or disposal or encumbrance or hypothecation in any manner whatsoever of any of the Company’s or Kibali’s assets (subject to the provisions of the Kibali JVA), otherwise than in the ordinary course of business, in excess of a transaction value of US$2 million in respect of any one transaction, and in excess of an aggregate transaction value of US$5 million in any Financial Year;
13.3.2 any alteration or variation in the statutes of the Company or Kibali;
13.3.3 any change to the share capital structure of the Company or Kibali;
13.3.4 any change in the issued share capital of the Company or Kibali (except in the circumstances provided in clauses 12.11-12.15, in which case such consent shall be deemed to have been given);
13.3.5 the formation or acquisition of any subsidiaries of the Company or Kibali;
13.3.6 the entering into any agreement, the making of any offer or the granting of any right capable of becoming an agreement to allot or issue any shares of the Company or Kibali or the issue of any securities convertible into shares or debentures of the Company or Kibali or the issue of any warrants or options with respect to shares of the Company or Kibali;
13.3.7 the borrowing of any money (other than from the Company’s or Kibali’s bankers in the ordinary course of the Company’s or Kibali’s business, respectively) in excess of US$2 million in respect of any one borrowing, and in excess of US$5 million in the aggregate in any Financial Year;
13.3.8 the giving of any security (other than by operation of law) on the assets of the Company or Kibali, except for the purpose of securing any indebtedness incu...
CONSENSUS MATTERS. 13.1 The consent of the committed shareholders, obtained as contemplated in 14 below, shall be required or -
13.1.1 a joint venture company to change the nature of or discontinue its business;
13.1.2 a joint venture company to -
13.1.2.1 dispose of or otherwise deal in or with the whole or any part of its assets or undertaking or the shares in or claim against its subsidiaries, the value of which is material;
13.1.2.2 make any acquisition the price of which is material, provided that for purposes of this sub-clause material shall mean an amount greater than 5% (five per centum) of the consolidated shareholders’ funds of the joint venture company from time to time or R10 000 000,00 (ten million Rand), whichever amount is the lesser;
13.1.3 a joint venture company to enter into any -
13.1.3.1 merger with any other company; or
CONSENSUS MATTERS. 1The unanimous consent of the Shareholders shall be required for:
CONSENSUS MATTERS. The Company shall not proceed with any of the following matters unless a director designated by each Group is among the directors approving the matter as provided in Section 6(a):
(i) a Transaction Resulting in a Change of Interest or a Transfer of all or substantially all of the assets of the Company or any Subsidiary other than as contemplated in Section 6(b)(v) or 6(b)(vi), or any fundamental change in the nature of the business of such company; (ii) any transaction with any person or entity having a significant relationship with any Shareholder Party, other than on a reasonably arms' length basis;