Matters Requiring Consent. Notwithstanding any other provision of this Agreement to the contrary, actions or decisions with respect to any of the following matters shall require the prior written consent of the Initial Member:
Matters Requiring Consent. Notwithstanding anything herein or in the Certificate of Incorporation to the contrary, the Issuer and its Subsidiaries shall not, directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the actions set forth below without the prior written consent of (i) the AEA Stockholders, to the extent the AEA Stockholders are entitled to designate two (2) AEA Designees as of the date of such proposed action; (ii) the OTPP Stockholder, to the extent the OTPP Stockholder is entitled to designate two (2) OTPP Designee as of the date of such action; and/or (iii) the TCP Stockholder, to the extent the TCP Stockholder is entitled to designate two (2) TCP Designee as of the date of such action, in each case, so long as the number of Shares collectively Beneficially Owned by the AEA Stockholders, the OTPP Stockholder and the TCP Stockholder, as of the date of such proposed action, is at least thirty percent (30%) of the aggregate number of Shares outstanding immediately following the consummation of the IPO:
Matters Requiring Consent. 12.1 Each of the Initial Shareholders undertakes to the Investor Majority to procure that, insofar as it is in their power to do so, the Company and each member of the Group shall not take:-
Matters Requiring Consent. (a) Buyer undertakes to Xxxxxxx (if and to the extent permitted by law, for which purpose each paragraph of this Section 10.3 shall be a separate undertaking by Buyer) that it shall not, and MSP undertakes (if and to the extent permitted by law) to procure that Buyer shall not, without the prior consent of Xxxxxxx (which shall be deemed to be given if the Xxxxxxx Director votes in favour of the matter concerned at a Board meeting of Buyer), do any of the following matters:
Matters Requiring Consent. Notwithstanding anything to the contrary contained in the OpCo PSA, except (i) for the matters set forth in Section 5(b) of the Seller Disclosure Letter; (ii) as required by applicable Law, (iii) as provided in or contemplated by this Agreement; or (iv) with the prior written consent of the PropCo Purchaser (which consent may be withheld in its sole and absolute discretion (except with respect to Section 7(a)(v) below (solely as it relates to Tenant Leases), which consent shall not be unreasonably withheld, delayed or conditioned)), from and after the date hereof and prior to the PropCo Closing or such earlier date as this Agreement may be terminated in accordance with its terms, Seller and its Affiliates shall not, and shall cause the Real Estate Sellers (and their respective Subsidiaries) not to:
Matters Requiring Consent. Notwithstanding anything to the contrary contained in the foregoing Section 5(a), except (i) for the matters set forth in Section 5(b) of the Seller Disclosure Letter; (ii) as required by applicable Law or under any COVID-19 Measures; (iii) as contemplated by this Agreement or the Real Estate Purchase Agreement; (iv) with respect to any matter that does not relate to the Business, the Acquired Assets, the Acquired Interests or the OpCo Assumed Liabilities or (v) with the prior written consent (not to be unreasonably withheld, delayed or conditioned (except as otherwise set forth in the Real Estate Purchase Agreement)) of (A) OpCo Purchaser to the extent related to any of the OpCo Acquired Companies, the OpCo Acquired Interests, the OpCo Acquired Assets or the OpCo Assumed Liabilities or (B) PropCo Purchaser to the extent related to any of the PropCo Acquired Companies, the PropCo Acquired Interests or the Transferred Real Estate Assets (without limiting Section 7 of the Real Estate Purchase Agreement), from and after the date hereof and prior to the Closing or such earlier date as this Agreement may be terminated in accordance with its terms, Seller and its Affiliates (with respect to the Business, including the Equity Sellers and the Real Estate Sellers) shall not, and shall cause the Acquired Companies (and their respective Subsidiaries) not to:
Matters Requiring Consent. 8.1 Each of the Managers, the Investors, the Independent Investor and the Wellington Entities agrees that the following acts, unless required by this Agreement, shall not be carried out without the written consent of the holders of at least the Relevant Percentage at the time of the voting power of Ordinary Shares (taking into account the provisions of Bye-Laws 136 and 137 of the Bye-Laws) in issue and they shall each use their respective rights and powers as a director, shareholder or otherwise to procure so far as he, she or it is able that no such act is carried out unless such consent has been given:
Matters Requiring Consent. Notwithstanding anything herein or in the Certificate of Incorporation to the contrary, the Issuer and its Subsidiaries shall not, directly or indirectly, by amendment, merger, consolidation or otherwise, take any of the actions set forth below without the prior written consent of (i) the PEP Stockholders, to the extent the PEP Stockholders are entitled to nominate two (2) PEP Designees as of the date of such proposed action and/or (ii) the Silver Lake Stockholders, to the extent the Silver Lake Stockholders are entitled to nominate two (2) Silver Lake Designees as of the date of such action, in each case, so long as the number of Shares collectively Beneficially Owned by the PEP Stockholders and the Silver Lake Stockholders, as of the date of such proposed action, is at least thirty percent (30%) of the aggregate number of Shares outstanding immediately following the consummation of the IPO:
Matters Requiring Consent. The Company undertakes to each of the Shareholders, and the Founders and the Shareholders undertake to each other to exercise the voting rights attaching to their shares to procure that the Company shall not take the following actions without the prior consent of the Board of Directors, unless if permitted in this Agreement: Accounts and Taxes Change the bank of the Company; Approve the statutory accounts of the Company; Change the accounting reference date of the Company; Change the auditors (if any) or reporting accountants of the Company; Make any agreement with any revenue or tax authorities to make any claim disclaimer, election or consent for tax purposes in relation to the Company; Shares and Dividends Declare or pay any dividend; Purchase its own shares; Create a new class of shares; Allot, offer, or grant rights to subscribe for any shares; Repay, subdivide, consolidate, capitalise, or otherwise vary the rights of the issued share capital of the Company; Create or amend any share option or participation; Amend the articles of association of the Company; Corporate and Legal Create any subsidiary company, branch or enter into any joint venture; Make any material change in the nature of the Business of the Company; Commence, or settle any material litigation by or against the Company; Enter into any proposed transaction or payment of fees or remuneration in which, to the knowledge of the Founders, an employee of the Company is personally interested; Enter into a contract or series of connected contracts under which the consideration payable by the Company might reasonably be expected to amount to more than SG$100,000, and which cannot be terminated on 1 year notice or less, and under which the liability for such termination may reasonably be expected to exceed SG$100,000; Increase the current level of borrowing (other than in the ordinary course of business where any such increase is no greater than SG$100,000); Create or grant any mortgage, charge, lien, or other security over any asset or contract of the Company (except for liens created in the ordinary course); Create any encumbrance or borrow any money secured or unsecured other than overdrafts or loans other than in the normal course of trading business; and Agree or vary the level of remuneration and service terms of directors of the Company; Approve the Company’s business plan as required from time to time (the “Business Plan”) Assign or licence to any third party any of the Intellectual Prope...
Matters Requiring Consent. 6.1 For so long as the MediaOne Group or the TINTA Group hold 15 per cent. or more of the Ordinary Shares in issue for the time being and from time to time (ignoring any Ordinary Shares issued after the date hereof pursuant to or for the purposes of share options), the Company shall not and shall procure that none of its subsidiary undertakings will do, or agree to do, any of the following things without the Required Consent and no Shareholder shall knowingly acquiesce in the doing thereof without the Required Consent:
