Common use of Key Decisions Clause in Contracts

Key Decisions. 7.1 Save as provided herein, the Company shall not, and each of the Shareholders hereby agrees and undertakes that it shall use its reasonable endeavours to procure that the Company shall not, without the approval of a Special Majority, transact any of the following businesses in relation to the Company: (a) amend the memorandum of association or Articles; (b) change the name of the Company; (c) change in any way the capital structure of the Company or issue or agree to issue or grant any option over or right to acquire any additional Shares or purchase or redeem any Shares (except for granting of options over Shares pursuant to any share option scheme of the Company for the benefit of the executives and/or employees of the Company and its subsidiaries); (d) vary any rights attaching to any Shares; (e) pass any resolution the result of which would be its voluntary winding up, liquidation or receivership, or make any composition or arrangement with creditors; (f) merge or amalgamate with or into any third party; (g) mortgage or charge of any of the assets of the Company or the provision of any guarantees by the Company in excess of guidelines from time to time laid down by the Shareholders or by the Board; (h) borrow any money or incur any debt or the making of any loan or advance to security to or for the benefit of any person or entity in excess of guidelines from time to time laid down by the Shareholders or by the Board; (i) enter into any new business or change the nature of the Business or the territories in which the Business is to be carried on; (j) enter into any agreement by any Shareholder (or such Shareholder's subsidiary or associated company) with the Company or with any subsidiary or associated company of the Company; (k) change the Auditors; (l) acquire any premises, whether on a freehold or leasehold basis; (m) invest in any third party or dispose of any such investment; (n) commence any legal or arbitration proceedings (other than routine collection of trade debts and contract claims arising out of the ordinary course of business), in each case where the amount claimed is more than HK$1,000,000; and (o) repay any Loan to a particular Shareholder (other than repayment made to it in proportion to repayments made by other Shareholders in respect of their Loans). 7.2 Save as provided herein, the Company shall not, and each of the Shareholders hereby agrees and undertakes that it shall use its reasonable endeavours to procure that the Company shall not, without the prior approval of a Simple Majority, transact any of the following businesses in relation to the Company: (a) approve any annual revenue and capital budgets (excluding the case where any additional monetary obligations or liabilities of the Company or the Shareholders are attached or imposed), financial statements or the amount of dividends to be distributed to the Shareholders with respect to each financial year of the Company and its subsidiaries; (b) approve the annual business plan; and (c) determine the remuneration of Directors. 7.3 The Shareholders shall each procure that the requirements of Clause 7 are fully observed and shall, without limitation, use their best endeavours to procure that the Directors which they have nominated shall vote to cause the requirements of Clause 7 to be fully observed. 7.4 The provisions of this Clause 7 shall, with necessary changes made, apply to Cyber 2000 and each of the other subsidiaries of the Company to be established from time to time unless it is not wholly owned by the Company and has a significant minority interest.

Key Decisions. 7.1 Save as provided herein, the Company shall not, and each of the Shareholders hereby agrees and undertakes that it shall use its reasonable endeavours endeavors to procure that the Company shall not, without the approval of a Special Majority, transact any of the following businesses in relation to the Company: (a) amend the memorandum of association or Articles; (b) change the name of the Company; (c) change in any way the capital structure of the Company or issue or agree to issue or grant any option over or right to acquire any additional Shares or purchase or redeem any Shares (except for granting of options over Shares pursuant to any share option scheme of the Company for the benefit of the executives and/or employees of the Company and its subsidiaries); (d) vary any rights attaching to any Shares; (e) pass any resolution the result of which would be its voluntary winding up, liquidation or receivership, or make any composition or arrangement with creditors; (f) merge or amalgamate with or into any third party; (g) mortgage or charge of any of the assets of the Company company or the provision of any guarantees by the Company in excess of guidelines from time to time laid down by the Shareholders or by the Board; (h) borrow any money or incur any debt or the making of any loan or advance to security to or for the benefit of any person or entity in excess of guidelines from time to time laid down by the Shareholders or by the Board; (i) enter into any new business or change the nature of the Business or the territories in which the Business is to be carried on; (j) enter into any agreement by any Shareholder (or such Shareholder's subsidiary or associated company) with the Company or with any subsidiary or associated company of the Company; (k) change the Auditors; (l) acquire any premises, whether on a freehold or leasehold basis; (m) invest in any third party or dispose of any such investment; (n) commence any legal or arbitration proceedings (other than routine collection of trade debts and contract claims arising out of the ordinary course of business), in each case where the amount claimed is more than HK$1,000,000; and (o) repay any Loan to a particular Shareholder (other than repayment made to it in proportion to repayments made by other Shareholders in respect of their Loans). 7.2 Save as provided herein, herein the Company shall not, and each of the Shareholders hereby agrees and undertakes that it shall use its reasonable endeavours to procure that the Company shall not, without the prior approval of a Simple Majority, transact any of the following businesses in relation to the Company: (a) approve any annual revenue and capital budgets (excluding the case where any additional monetary obligations or liabilities of the Company or the Shareholders are attached or imposed), financial statements or the amount of dividends to be distributed to the Shareholders with respect to each financial year of the Company and its subsidiaries; (b) approve the annual business plan; and (c) determine the remuneration of Directors. 7.3 The Shareholders shall each procure that the requirements of Clause 7 are fully observed and shall, without limitation, use their best endeavours endeavors to procure that the Directors which they have nominated shall vote to cause the requirements of Clause 7 to be fully observed. 7.4 The provisions of this Clause 7 shall, with necessary changes made, apply to Cyber 2000 and each of the other subsidiaries of the Company to be established from time to time unless it is not wholly owned by the Company and has a significant minority interest.