Common use of CONSENSUS MATTERS Clause in Contracts

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 agreement, whether binding or otherwise, in relation to the foregoing. 10.2. Notwithstanding anything to the contrary contained herein, the Company, the Seller and NT hereby undertake and covenant with the Purchaser that they shall ensure that none of the Company’s nominee directors or authorized representatives take any action or decision, whether in any board meeting and/or general meeting , through any resolutions by circulation or otherwise, which action/decision would adversely affect the rights of the Purchaser in the Company including the dilution of the economic interest of the Purchaser in the Company.