Reserved Matters. (i) At any meeting of holders of the Securities of a Series duly called and held as specified above, upon the affirmative vote, in person or by proxy thereunto duly authorized in writing, of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, or (ii) with the written consent of the holders of not less than 75% of the aggregate principal amount of the Securities of such Series then Outstanding, the Republic and the Fiscal Agent may make any modification, amendment, supplement or waiver of this Agreement or the terms and conditions of the Securities of such Series that would (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on the Securities of such Series, (B) reduce the principal amount of the Securities of such Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Securities, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of the Securities of such Series is payable, (D) shorten the period during which the Republic is not permitted to redeem the Securities of such Series, or permit the Republic to redeem the Securities of such Series if, prior to such action, the Republic is not permitted to do so, (E) reduce the proportion of the principal amount of the Securities of such Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or change the definition of “Outstanding” with respect to the Securities of such Series, (F) change the obligation of the Republic to pay additional amounts with respect to the Securities of such Series, (G) change the governing law provision of the Securities of such Series, (H) change the courts to the jurisdiction of which the Republic has submitted, the Republic’s obligation to appoint and maintain an Authorized Agent in the Borough of Manhattan, The City of New York, as set forth in Section 19 hereof, or the Republic’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Se...
Reserved Matters. Matters that require seventy-five percent (75%) approval by the "A" Members at a duly convened general meeting or in writing: 1 Permitting the admission of any additional Members of the Company. 2 Adopting or amending the Annual Business Plan in respect of each Financial Year. 3 Forming any Subsidiary or acquiring membership or shares in any other company or participating in any partnership or joint venture (incorporated or not). 4 Amalgamating or merging with any other company or business undertaking. 5 Entering into any arrangement, contract or transaction with either a capital or revenue value over [£500,000] which is not included in the current approved Business Plan. 6 Agreeing the appointment and the appointment terms (including any remuneration terms) of all Directors of the Company Directors. 7 Agreeing any remuneration terms for Directors. 8 Appointing or removing the chair of the Company. 9 Making any petition or resolution to wind up the Company or any Subsidiary. 10 Making any amendment to the Articles or any Subsidiary articles of association, including (without limitation) any rights of the Members. 11 Giving any guarantee to secure the liabilities of any person. 12 Creating any Encumbrance over the whole or any part of the Company or assets of any Subsidiary company.
Reserved Matters. 12.1 The Company will not, and the Members shall exercise their powers in relation to the Company to procure that (save as otherwise provided or contemplated in this Deed) the Company will not, undertake those matters set out in Schedule 1 without the consent of the requisite percentage of "A" Members set out in Schedule 1.
Reserved Matters. 7.1 Subject to any additional requirements under any applicable laws, the Parties agree that none of the matters set out in SCHEDULE 3 shall be undertaken by the Company unless first approved by the affirmative vote of any five (5) Directors, including the affirmative votes of the VAF Director and the Series B Director, provided where a Director is not entitled to vote in respect of a matter due to a conflict of interest as set forth in Clause 5.11(c), then his affirmative vote shall not be required.
Reserved Matters. 6.1 Each of the parties shall take all such steps and do all such acts and things as may be necessary or desirable, including, without limitation, exercising all voting and other rights and powers of control available to it in relation to the Company, so as to procure (insofar as it is able to do so by the exercise of those rights and powers) that at all times during the term of this Agreement no Company Member shall, except with the prior consent of the Council, take any action or pass any resolution in respect of:
Reserved Matters. (a) The Company shall not, and shall cause its Subsidiaries not to, take any of the following actions (including any action by the Board or any committee of the Board) (each, a “Reserved Matter”) without the prior written approval of (i) an MCK Member, and (ii) Echo; provided, that no such prior written approval shall be required in the case of any action to be taken by the Company or any of its Subsidiaries pursuant to an express right of any Person set forth in this Agreement or in any other Transaction Document: Operating Matters
Reserved Matters. 12.1 Where questions arise or resolutions are proposed at any general meeting of MAT or any meeting of the Board or committee of the Board (as the case may be) in respect of the following matters, the affirmative vote of SCL or its representatives, attorney or proxy at such general meeting or the affirmative vote of an SCL Director at meetings of the Board or committee of the Board (as the case may be) shall be required to decide on such questions or pass any such resolutions (as the case may be):