Matters Requiring Shareholder Approval. 7.1 The Shareholders shall procure, as far as they lawfully can, that no action is taken or resolution passed by the Company or any Group Company, and the Company shall not and shall procure that no Group Company shall take any action in relation to any of the following things (or anything which is analogous or has a substantially similar effect to any of those things) without a resolution first being passed by shareholders present in person or by proxy at a general meeting of the Company holding shares carrying at least 75 per cent. of the votes exercisable at that meeting:
Matters Requiring Shareholder Approval. Each Shareholder undertakes to exercise all its voting powers as a Shareholder and the Company undertakes to exercise all its respective powers and rights so as to procure (insofar as it is able to do so by the exercise of such powers) that no Group Company does any of the things listed in Part 1 of Schedule 6 without the prior written approval of each Major Shareholder.
Matters Requiring Shareholder Approval. No Group Company shall, and the Parties shall procure that no Group Company shall, except as specifically required under the Share Subscription Agreement or the Restructuring Plan and except in connection with or to the extent necessary to consummate a Put Sale (as defined in the Articles) or a Series B Drag Sale (as defined in the Articles), directly or indirectly take, permit to occur, approve, authorize, or agree or commit to do any of the following without the approval of (i) the holders of a simple majority of the voting power of the then issued and outstanding Series A Preferred Shares, (ii) the holders of not less than two-thirds (2/3) of the voting power of the then issued and outstanding Series B Preferred Shares and the then issued and outstanding Series B+ Preferred Shares (with the Series B Preferred Shares and the Series B+ Preferred Shares voting as the same class), in each case, voting as a separate class and on as-converted basis:
Matters Requiring Shareholder Approval. The Company must ensure that, and each Shareholder undertakes to exercise all its powers as a Shareholder or otherwise so as to procure that, for so long as both Federated (or its Permitted Transferee or successors or assignees) and BTPS (or its Permitted Transferee or successors or assignees) continue to hold Shares, no Group Company does any of the things listed in Schedule 4 (or anything which is analogous or has a substantially similar effect to any of those things) without the prior written approval of both Federated and BTPS. The approval required by this clause 6.3 is in addition to any resolution required by statute or under the general law.
Matters Requiring Shareholder Approval. 1. Constitution Amend or repeal the constitution of the Company or adopt a new constitution.
Matters Requiring Shareholder Approval. The following matters require the approval of the holders of not less than 75 per cent. of the voting capital of the Downstream Co (provided that the vote requirements set forth in this Annex B shall not apply: (i) to any action, transaction or event occurring exclusively between or among the Downstream Co and any of its wholly-owned Subsidiaries; or (ii) in the circumstances set out in any of Sections 5.01(d), 7.06 or 9.04 of this Agreement):
Matters Requiring Shareholder Approval. The only matters presented for vote of the shareholders of the Company shall be those required by the General Corporation Law of Delaware to be voted on by the shareholders and such other matters as may be agreed upon by the parties; provided that none of the following matters shall be authorized unless it has been 138 approved by the affirmative vote of the holders of at least two-thirds of the voting stock of the Company outstanding on the record date for the meeting (or at the time of the meeting if no record date is fixed):
Matters Requiring Shareholder Approval. Notwithstanding anything to the contrary in any of the Transaction Documents, the Company shall not, without the prior written approval of the Parent and the Investor, do any of the matters set out in Schedule 5.
Matters Requiring Shareholder Approval. For so long as any Preferred Share remains outstanding, in addition to any other vote or consent required elsewhere in the Memorandum and Articles of Association, the Company shall not (and shall not permit any member of the Company Group to) take any of the following actions without the affirmative vote of holders holding such number of Series A Shares representing more than two thirds (66.67%) of the then outstanding Series A Shares (voting as a separate class on an as-converted basis) and holders holding such number of Series B Shares representing a majority of the then outstanding Series B Shares (voting as a separate class on an as-converted basis), as the case may be and in the context of such matters set forth in this Section 4.1 which are by applicable laws required to be determined by the shareholders of the Company, the approval of the holders of at least two thirds (66.67%) of the then outstanding Series A Shares and the holders of at least a majority of the then outstanding Series B Shares shall be deemed obtained if the matter is approved at a general meeting of the Company with the affirmative votes of the holders of at least two thirds (66.67%) of the then outstanding Series A Shares and the affirmative votes of the holders of at least a majority of the outstanding Series B Shares or by way of written resolution signed by all the holders of the outstanding Preferred Shares:
Matters Requiring Shareholder Approval. The approval of at least one Director appointed by CIG (so long as it has the right to appoint a Director) and one Director appointed by Externalis (so long as it has the right to appoint a Director) shall be required before the Company may do, or commit to do, any of the following:
