Common use of Matters Requiring Approval Clause in Contracts

Matters Requiring Approval. Following Completion, the Shareholders shall exercise all voting rights and other powers of control available to them in relation to the Company to procure that the Company and/or the Board shall not, without prior written approval of all the Shareholders [which shall not be withheld without good reason]; incur any borrowings either from the Shareholders or from a third party institution or bank whether or not the interest charge would be claimed as a deduction for tax purposes when computing the Company’s taxable income except as provided for herein; create or issue any fixed or floating charge, debenture, lien (other than a lien arising by operation of law) or other mortgage, encumbrance or security over the whole or any part of the undertaking, business, property or assets (tangible or intangible) of the Company; subscribe for, or otherwise acquire, whether by formation or otherwise, any interest in the share capital of any other company or body corporate, nor permit the disposal or dilution of its interest directly or indirectly in any company or body corporate; enter into any partnership or profit sharing agreement or joint venture with any person; make or permit any material change to the nature of the Business; make any composition or arrangement with its creditors, move for insolvency, or receivership or do or suffer to be done any act or thing whereby the Company may be wound up (whether voluntarily or compulsorily); appoint more than three (3) persons as Directors, except as otherwise provided herein; make any change to the Company’s Memorandum or Articles of Association; agree or make any change in the amount of fees or expense payable by the Company to any company associated with a Shareholder for services rendered or to be rendered to the Company; agree to enter into any guarantee of security to secure the indebtedness of the Company; approve a new Business Plan, or a budget and capital expenditure programme or make any substantial alterations to the Business Plan; and/or make any decision as to the requirements for, and the raising of, further finance or working capital for the Company in excess of the equivalent of Tanzanian Shillings Five Hundred Thousand (TShs. 500,000/-) per year; enter into any material transaction, arrangement, or agreement with or for the benefit of any director of the company or of any subsidiary; commence any material litigation or arbitration proceedings other than in the ordinary course of business or for the purpose of collecting book or trade debts owing to the Company or any subsidiary; appoint new auditors as auditors of the Company; As separate and independent undertaking, the Company agrees with each Shareholder that, so far as it is legally able to do so it shall observe and comply with the prohibitions and restrictions in clause 6.1.

Matters Requiring Approval. 7.1 Following Completion, the Shareholders shall exercise all voting rights and other powers of control available to them in relation to the Company to procure that the Company and/or the Board shall not, without prior written approval of all the Shareholders [which shall not be withheld without good reason]; incur any borrowings either from the Shareholders or from a third party institution or bank whether or not the interest charge would be claimed as a deduction for tax purposes when computing the Company’s taxable income except as provided for herein; create or issue any fixed or floating charge, debenture, lien (other than a lien arising by operation of law) or other mortgage, encumbrance or security over the whole or any part of the undertaking, business, property or assets (tangible or intangible) of the Company; sell, transfer, lease, assign, dispose of or part with control of any interest in all or any material part of the business, property or assets (tangible or intangible) of the Company (for this purpose a matter shall be material if the value thereof is greater than Kenya Shillings One Hundred Thousand (KShs 100,000); make or agree to make any change to the authorised or issued share capital from time to time of the Company or grant any option over or interest in shares; expand, develop or evolve its business other than through the Company or a wholly-owned subsidiary of the Company; acquire the whole or part of the assets or undertaking of any other company or business; subscribe for, or otherwise acquire, whether by formation or otherwise, any interest in the share capital of any other company or body corporate, nor permit the disposal or dilution of its interest directly or indirectly in any company or body corporate; enter into any partnership or profit sharing agreement or joint venture with any person; make or permit any material change to the nature of the Business; make any composition or arrangement with its creditors, move for insolvency, or receivership or do or suffer to be done any act or thing whereby the Company may be wound up (whether voluntarily or compulsorily); declare or make any dividend; appoint more than three (3) persons as Directors, except as otherwise provided herein; make any change to the Company’s Memorandum or Articles of Association; agree or make any change in the amount of fees or expense payable by the Company to any company associated with a Shareholder for services rendered or to be rendered to the Company; agree to enter into any guarantee of security to secure the indebtedness of the Company; approve a new Business Plan, or a budget and capital expenditure programme or make any substantial alterations to the Business Plan; and/or make any decision as to the requirements for, and the raising of, further finance or working capital for the Company in excess of the equivalent of Tanzanian Kenya Shillings Five Hundred Thousand (TShs…………. 500,000/-) per year; enter into any material transaction, arrangement, or agreement with or for the benefit of any director of the company or of any subsidiary; make any material change to the terms of engagement and any change to the emoluments of any director or senior employee of the company or employ or terminate any person earning in excess of Kenya Shillings ……………………………………………. commence any material litigation or arbitration proceedings other than in the ordinary course of business or for the purpose of collecting book or trade debts owing to the Company or any subsidiary; appoint new auditors as auditors of the Company; As separate and independent undertaking, the Company agrees with each Shareholder that, so far as it is legally able to do so it shall observe and comply with the prohibitions and restrictions in clause 6.17.1.

Matters Requiring Approval. Following Completion, the Shareholders shall exercise all voting rights and other powers of control available to them in relation to the Company to procure that the Company and/or the Board shall not, without prior written approval of all the Shareholders [which shall not be withheld without good reason]; incur any borrowings either from the Shareholders or from a third party institution or bank whether or not the interest charge would be claimed as a deduction for tax purposes when computing the Company’s taxable income except as provided for herein; create or issue any fixed or floating charge, debenture, lien (other than a lien arising by operation of law) or other mortgage, encumbrance or security over the whole or any part of the undertaking, business, property or assets (tangible or intangible) of the Company; subscribe for, or otherwise acquire, whether by formation or otherwise, any interest in the share capital of any other company or body corporate, nor permit the disposal or dilution of its interest directly or indirectly in any company or body corporate; enter into any partnership or profit sharing agreement or joint venture with any person; make or permit any material change to the nature of the Business; Business;‌ make any composition or arrangement with its creditors, move for insolvency, or receivership or do or suffer to be done any act or thing whereby the Company may be wound up (whether voluntarily or compulsorily); appoint more than three (3) persons as Directors, except as otherwise provided herein; make any change to the Company’s Memorandum or Articles of Association; Association;‌ agree or make any change in the amount of fees or expense payable by the Company to any company associated with a Shareholder for services rendered or to be rendered to the Company; agree to enter into any guarantee of security to secure the indebtedness of the Company; approve a new Business Plan, or a budget and capital expenditure programme or make any substantial alterations to the Business Plan; and/or make any decision as to the requirements for, and the raising of, further finance or working capital for the Company in excess of the equivalent of Tanzanian Shillings Five Hundred Thousand (TShs. 500,000/-) per year; enter into any material transaction, arrangement, or agreement with or for the benefit of any director of the company or of any subsidiary; commence any material litigation or arbitration proceedings other than in the ordinary course of business or for the purpose of collecting book or trade debts owing to the Company or any subsidiary; appoint new auditors as auditors of the Company; As separate and independent undertaking, the Company agrees with each Shareholder that, so far as it is legally able to do so it shall observe and comply with the prohibitions and restrictions in clause 6.1.

Matters Requiring Approval. 7.1 Following Completion, the Shareholders shall exercise all voting rights and other powers of control available to them in relation to the Company to procure that the Company and/or the Board shall not, without prior written approval of all the Shareholders [which shall not be withheld without good reason]; incur any borrowings either from the Shareholders or from a third party institution or bank whether or not the interest charge would be claimed as a deduction for tax purposes when computing the Company’s taxable income except as provided for herein; create or issue any fixed or floating charge, debenture, lien (other than a lien arising by operation of law) or other mortgage, encumbrance or security over the whole or any part of the undertaking, business, property or assets (tangible or intangible) of the Company; sell, transfer, lease, assign, dispose of or part with control of any interest in all or any material part of the business, property or assets (tangible or intangible) of the Company (for this purpose a matter shall be material if the value thereof is greater than Kenya Shillings One Hundred Thousand (KShs 100,000); make or agree to make any change to the authorised or issued share capital from time to time of the Company or grant any option over or interest in shares; expand, develop or evolve its business other than through the Company or a wholly- owned subsidiary of the Company; acquire the whole or part of the assets or undertaking of any other company or business; subscribe for, or otherwise acquire, whether by formation or otherwise, any interest in the share capital of any other company or body corporate, nor permit the disposal or dilution of its interest directly or indirectly in any company or body corporate; enter into any partnership or profit sharing agreement or joint venture with any person; make or permit any material change to the nature of the Business; make any composition or arrangement with its creditors, move for insolvency, or receivership or do or suffer to be done any act or thing whereby the Company may be wound up (whether voluntarily or compulsorily); declare or make any dividend; appoint more than three (3) persons as Directors, except as otherwise provided herein; make any change to the Company’s Memorandum or Articles of Association; agree or make any change in the amount of fees or expense payable by the Company to any company associated with a Shareholder for services rendered or to be rendered to the Company; agree to enter into any guarantee of security to secure the indebtedness of the Company; approve a new Business Plan, or a budget and capital expenditure programme or make any substantial alterations to the Business Plan; and/or make any decision as to the requirements for, and the raising of, further finance or working capital for the Company in excess of the equivalent of Tanzanian Kenya Shillings Five Hundred Thousand (TShs…………. 500,000/-) per year; enter into any material transaction, arrangement, or agreement with or for the benefit of any director of the company or of any subsidiary; make any material change to the terms of engagement and any change to the emoluments of any director or senior employee of the company or employ or terminate any person earning in excess of Kenya Shillings ……………………………………………. commence any material litigation or arbitration proceedings other than in the ordinary course of business or for the purpose of collecting book or trade debts owing to the Company or any subsidiary; appoint new auditors as auditors of the Company; As separate and independent undertaking, the Company agrees with each Shareholder that, so far as it is legally able to do so it shall observe and comply with the prohibitions and restrictions in clause 6.17.1.