Common use of Board Reserved Matters Clause in Contracts

Board Reserved Matters. The day-to-day operations of the Target Group shall be managed by CFGI’s management team, subject to the Shareholder Reserved Matters and the following matters to be determined in the manner described below (notwithstanding any resolutions passed by the shareholders of NewCo in respect of such matters) (each, a “Board Reserved Matter”): 1. the declaration, making or payment of any dividends or distributions by any member of the Target Group other than by any member of the Target Group that is wholly-owned by another member of the Target Group other than in accordance with the terms of any approved dividend policy; 2. approve or adopt any dividend policy; 3. any change in the size or composition of the board of directors of any member of the Target Group, and the delegation of any powers of the board of directors of any member of the Target Group to a committee or any other person (other than as expressly contemplated in the Shareholders Agreement); 4. the adoption, approval or modification of the annual business plan of the Target Group or any member thereof and any material deviation therefrom; 5. approve or adopt any capital expenditure budget with an aggregate value in excess of an amount to be initially agreed by the Majority Consenting Creditors; 6. if applicable, the adoption, approval, amendment, termination or non- renewal of the compliance policy of the Target Group; 7. the incurrence or assumption (including in connection with any acquisition) of any indebtedness in excess of $20 million, other than: (a) indebtedness already permitted under the annual business plan of the Target Group or any member thereof, and (b) any drawdown made under an existing credit facility previously approved by the Board; 8. the provision of loans, guarantees, security for debts or extension of credit (other than in the ordinary course of business on normal commercial terms) to, or making any investment in, any party (other than wholly-owned members of the Target Group) exceeding $20 million other than as contemplated by the annual business plan in effect at such time; 9. the purchase or acquisition of any asset (or any interest therein), or the sale or disposal of any asset (or any interest therein), in each case, other than a transaction: (a) in the ordinary course of business; or (b) where the net asset value of the transaction is less than the then-current net asset value of the Target Group at a percentage to be initially decided by the Majority Consenting Creditors; 10. entry into, amendment, termination or non-renewal of, or waiver or acceleration of rights or obligations or granting of consent or approval under any material contract, including any material joint venture, partnership, profit sharing or similar arrangement; 11. institution, release, discharge, compromise or settlement of any material litigation, arbitration, investigative or administrative (including tax or regulatory) proceedings of or before any court, arbitral body or agency with an amount in dispute that does not exceed US$20 million; 12. the selection, appointment or dismissal of the external auditors of NewCo and the Target Group (other than, in the case of the Target Group) the external auditors then appointed on the Restructuring Effective Date, and any material amendment to the accounting and tax policies; 13. adopting the annual accounts of NewCo and the annual consolidated accounts of the Target Group; 14. the determination or modification of the compensation of the GM and of any other “C-suite level” executive (including the general manager of Copeinca); 15. the adoption or amendment of the EIP (as defined below) or any other incentive plan; 16. in the event of the occurrence of a Key Man Event (as defined below), the selection of a replacement general manager or the determination of the process by which a replacement general manager is selected; 17. all material decisions relating to a material part of the workforce; and 18. the transfer of any NewCo Equity to a Restricted Party (as defined below). Each of the foregoing Board Reserved Matters shall apply in respect of each member of the Target Group and shall require the affirmative vote of a majority of the directors of NewCo. “Key Man Event” means Mr. Francisco ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ and/or ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Tirado ▇▇▇▇▇▇ no longer being actively involved on a full-time basis in the business and affairs of the Target because of their respective death, incapacitation, resignation, illness, retirement or termination for cause. If a Key Man Event (other than a Key Man Event resulting from death or incapacitation) occurs, the Board shall have additional governance rights on terms to be agreed in the Shareholders Agreement.

Board Reserved Matters. The day-to-day operations of the Target Group shall be managed by CFGI’s management team, subject to the Shareholder Reserved Matters and the following matters to be determined in the manner described below (notwithstanding any resolutions passed by the shareholders of NewCo in respect of such matters) (each, a “Board Reserved Matter”): 1. the declaration, making or payment of any dividends or distributions by any member of the Target Group other than by any member of the Target Group that is wholly-owned by another member of the Target Group other than in accordance with the terms of any approved dividend policy; 2. approve or adopt any dividend policy; 3. any change in the size or composition of the board of directors of any member of the Target Group, and the delegation of any powers of the board of directors of any member of the Target Group to a committee or any other person (other than as expressly contemplated in the Shareholders Agreement); 4. the adoption, approval or modification of the annual business plan of the Target Group or any member thereof and any material deviation therefrom; 5. approve or adopt any capital expenditure budget with an aggregate value in excess of an amount to be initially agreed by the Majority Consenting Creditors; 6. if applicable, the adoption, approval, amendment, termination or non- renewal of the compliance policy of the Target Group; 7. the incurrence or assumption (including in connection with any acquisition) of any indebtedness in excess of $20 million, other than: (a) indebtedness already permitted under For so long as the annual business plan Sponsors hold in aggregate at least 25% of the Target Group or any member thereofShares, the Company shall not, and (b) shall not permit any drawdown made under an existing credit facility previously approved by the Board; 8. the provision of loans, guarantees, security for debts or extension of credit (other than in the ordinary course of business on normal commercial terms) its Subsidiaries to, or making take any investment in, any party (other than wholly-owned members of the Target Group) exceeding $20 million other than as contemplated by following actions (the annual business plan in effect at such time; 9. the purchase or acquisition of any asset (or any interest therein), or the sale or disposal of any asset (or any interest therein), in each case, other than a transaction: (a) in the ordinary course of business; or (b) where the net asset value of the transaction is less than the then-current net asset value of the Target Group at a percentage to be initially decided by the Majority Consenting Creditors; 10. entry into, amendment, termination or non-renewal of, or waiver or acceleration of rights or obligations or granting of consent or approval under any material contract, including any material joint venture, partnership, profit sharing or similar arrangement; 11. institution, release, discharge, compromise or settlement of any material litigation, arbitration, investigative or administrative (including tax or regulatory) proceedings of or before any court, arbitral body or agency with an amount in dispute that does not exceed US$20 million; 12. the selection, appointment or dismissal of the external auditors of NewCo and the Target Group (other than, in the case of the Target Group) the external auditors then appointed on the Restructuring Effective Date, and any material amendment to the accounting and tax policies; 13. adopting the annual accounts of NewCo and the annual consolidated accounts of the Target Group; 14. the determination or modification of the compensation of the GM and of any other “C-suite level” executive (including the general manager of Copeinca); 15. the adoption or amendment of the EIP (as defined below) or any other incentive plan; 16. in the event of the occurrence of a Key Man Event (as defined below), the selection of a replacement general manager or the determination of the process by which a replacement general manager is selected; 17. all material decisions relating to a material part of the workforce; and 18. the transfer of any NewCo Equity to a Restricted Party (as defined below). Each of the foregoing Board Reserved Matters shall apply in respect of each member of the Target Group and shall require Matters) without the affirmative vote of a majority of the directors Majority Sponsor Directors (excluding any Majority Sponsor Director explicitly prevented from voting with respect to such matter by the terms of NewCo. “Key Man Event” means Mr. Francisco ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ and/or ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Tirado ▇▇▇▇▇▇ no longer being actively involved on this Agreement): (i) the entry into, or amendment or termination of, any contract or other agreement in an amount exceeding $250 million; (ii) the sale, conveyance, transfer or other disposition, whether in a full-time basis single transaction or a series of related transactions, of property or assets of the Company or any Subsidiary of the Company with an aggregate fair market value in excess of $250 million; (iii) the institution or settlement by the Company or any of its Subsidiaries of any litigation or arbitration with an amount in controversy in excess of $250 million; (iv) the declaration or payment of dividends or other distributions in respect of the shares of the Company; (v) except as required by changes in Law or GAAP (as approved by the Company’s outside auditors), any change to the material accounting policies of the Company; (vi) except (i) as required by changes in Law or (ii) changes which are consistent with changes to the Tax policies or positions of Affiliates of the Company in the business and affairs United States (which changes are not adopted by such Affiliates of the Target because Company for the purpose of adversely affecting the Company or its shareholders), any change to the material Tax policies or positions of the Company; (vii) any change in the compensation of members of the Board in their respective deathcapacity as Directors; (viii) any investment by the Company or any of its Subsidiaries in, incapacitationor the acquisition of, resignation, illness, retirement any material assets or termination for cause. If a Key Man Event entity (other than investments in wholly-owned Subsidiaries), whether in a Key Man Event resulting single transaction or a series of related transactions, or the entry by the Company or any of its Subsidiaries into any joint ventures, partnerships or similar arrangements, in an aggregate amount in excess of $250 million; (ix) the entry by the Company or any of its Subsidiaries into any new business lines; (x) the incurrence by the Company or any of its Subsidiaries of any indebtedness for borrowed money or the assumption of any obligations (fixed or contingent), whether in a single transaction or a series of related transactions, with a principal amount in excess of $500 million; (xi) the approval of any annual budget of the Company; (xii) any transactions with Affiliates of the Company; provided, however, that this paragraph (xii) will not apply to the following: (A) transactions in effect as of the date of this Agreement; (B) transactions entered into in accordance with and as specifically permitted by this Agreement; (C) transactions or series of related transactions in the ordinary course of business on arm’s length terms involving aggregate payments or consideration of less than $250 million; (D) transactions with Affiliates involving the provision or receipt of customary intercompany services, in each case in the ordinary course of business and on terms at least as favorable to the Company and its Subsidiaries (A) as would reasonably have been obtained at such time from death an unrelated person on an arm’s-length basis, and (B) as are made available to or incapacitationreceived by the Company’s other Affiliates; (E) occursthe payment of reasonable and customary fees and compensation to, and indemnities provided on behalf of, officers or directors of the Company or any of its Subsidiaries, subject in each case to paragraph (xiii) of this Section 2.5; (F) any employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business, subject in each case to paragraphs (vii), (xiv), and (xv) of this Section 2.5; and (G) transactions between or among the Company and any of its Subsidiaries; (xiii) any issuance of equity or equity linked Securities by the Company other than pursuant to equity-based compensation plans approved pursuant to paragraph (xvi) of this Section 2.5; (xiv) the hiring or removal of the chief financial officer of the Company; (xv) any change in the compensation of the executive officers of the Company (other than the Chief Executive Officer and the President and Chief Commercial Officer of the Company); (xvi) the adoption, modification or termination of any equity-based incentive plan, other than any equity-based incentive plan approved prior to the date of this Agreement; and (xvii) any amendment to the memorandum and articles of association of the Company that would change (A) the authorized share capital of the Company (except in connection with an issuance of equity or equity linked Securities by the Company pursuant to equity-based compensation plans approved pursuant to paragraph (xvi) of this Section 2.5) including the creation or issuance of any new class or series of shares either (I) having separate class or disproportionate voting rights or (II) ranking senior to the Shares as to dividends or upon liquidation or (B) the rights of any holders of Shares in a manner adverse to such. (b) A Majority Sponsor Director shall abstain from the vote of the Board on any transaction between the Company and an Affiliate of the Company if the Sponsor that appointed such Director; or any Affiliate thereof (excluding the Company and its Subsidiaries), is a party to such transaction. This paragraph (b) shall have additional governance rights on terms not apply to be agreed in any vote of the Shareholders AgreementBoard on: (i) the Directors’ fees and expenses; or (ii) the transactions contemplated by Article 4.

Board Reserved Matters. The day-to-day operations (a) For so long as the Sponsors hold in aggregate at least 25% of the Target Group Shares, the Company shall be managed by CFGI’s management teamnot, subject to the Shareholder Reserved Matters and shall not permit any of its Subsidiaries to, take any of the following matters actions (the Board Reserved Matters) without the affirmative vote of a majority of the Majority Sponsor Directors (excluding any Majority Sponsor Director explicitly prevented from voting with respect to be determined in the manner described below (notwithstanding any resolutions passed such matter by the shareholders terms of NewCo this Agreement): (i) the entry into, or amendment or termination of, any contract or other agreement in an amount exceeding $250 million; (ii) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Company or any Subsidiary of the Company with an aggregate fair market value in excess of $250 million; (iii) the institution or settlement by the Company or any of its Subsidiaries of any litigation or arbitration with an amount in controversy in excess of $250 million; (iv) the declaration or payment of dividends or other distributions in respect of such matters) (each, a “Board Reserved Matter”): 1. the declaration, making or payment of any dividends or distributions by any member shares of the Target Group other than Company; (v) except as required by changes in Law or GAAP (as approved by the Company’s outside auditors), any member change to the material accounting policies of the Target Group that is wholly-owned Company; (vi) except (i) as required by another member changes in Law or (ii) changes which are consistent with changes to the Tax policies or positions of Affiliates of the Target Group other than Company in accordance with the terms United States (which changes are not adopted by such Affiliates of the Company for the purpose of adversely affecting the Company or its shareholders), any approved dividend policy; 2. approve change to the material Tax policies or adopt any dividend policy; 3. positions of the Company; (vii) any change in the size or composition compensation of members of the board of directors of Board in their capacity as Directors; (viii) any member of investment by the Target Group, and the delegation of any powers of the board of directors of any member of the Target Group to a committee Company or any other person of its Subsidiaries in, or the acquisition of, any material assets or entity (other than as expressly contemplated investments in wholly-owned Subsidiaries), whether in a single transaction or a series of related transactions, or the Shareholders Agreement); 4. entry by the adoption, approval or modification of the annual business plan of the Target Group Company or any member thereof and of its Subsidiaries into any material deviation therefrom; 5. approve joint ventures, partnerships or adopt any capital expenditure budget with similar arrangements, in an aggregate value in excess of an amount to be initially agreed by the Majority Consenting Creditors; 6. if applicable, the adoption, approval, amendment, termination or non- renewal of the compliance policy of the Target Group; 7. the incurrence or assumption (including in connection with any acquisition) of any indebtedness in excess of $20 250 million; (ix) the incurrence by the Company or any of its Subsidiaries of any indebtedness for borrowed money or the assumption of any obligations (fixed or contingent), whether in a single transaction or a series of related transactions, with a principal amount in excess of $500 million; (x) the approval of any annual budget of the Company; (xi) any issuance of equity or equity linked Securities by the Company other than pursuant to equity-based compensation plans approved pursuant to paragraph (xiv) of this Section 2.5; (xii) the hiring or removal of the chief financial officer of the Company; (xiii) any change in the compensation of the executive officers of the Company (other than the Chief Executive Officer and the President and Chief Commercial Officer of the Company); (xiv) the adoption, modification or termination of any equity-based incentive plan, other than: than any equity-based incentive plan approved prior to the date of this Agreement; and (axv) indebtedness already permitted under any amendment to the annual business plan memorandum and articles of association of the Target Group Company that would change (A) the authorized share capital of the Company (except in connection with an issuance of equity or equity linked Securities by the Company pursuant to equity-based compensation plans approved pursuant to paragraph (xiv) of this Section 2.5) including the creation or issuance of any member thereof, and new class or series of shares either (I) having separate class or disproportionate voting rights or (II) ranking senior to the Shares as to dividends or upon liquidation or (B) the rights of any holders of Shares in a manner adverse to such. (b) For so long as the Sponsors hold in aggregate at least 25% of the Shares, the Company shall not, and shall not permit any drawdown made under an existing credit facility previously approved of its Subsidiaries to, take any of the following actions (the PI Board Reserved Matters) without the affirmative vote of a majority of the Directors constituting the Bohai Director and the Majority Sponsor Directors (excluding any Majority Sponsor Director and Bohai Director explicitly prevented from voting with respect to such matter by the Boardterms of this Agreement): (i) the entry by the Company or any of its Subsidiaries into any new business lines; 8. and (ii) any transactions with Affiliates of the provision Company; provided, however, that this paragraph (ii) will not apply to the following: (A) transactions in effect as of loans, guarantees, security for debts the date of this Agreement; (B) transactions entered into in accordance with and as specifically permitted by this Agreement; (C) transactions or extension series of credit (other than related transactions in the ordinary course of business on normal commercial termsarm’s length terms involving aggregate payments or consideration of less than $250 million; (D) to, transactions with Affiliates involving the provision or making any investment in, any party (other than wholly-owned members receipt of the Target Group) exceeding $20 million other than as contemplated by the annual business plan in effect at such time; 9. the purchase or acquisition of any asset (or any interest therein), or the sale or disposal of any asset (or any interest therein)customary intercompany services, in each casecase in the ordinary course of business and on terms at least as favorable to the Company and its Subsidiaries (A) as would reasonably have been obtained at such time from an unrelated person on an arm’s-length basis, and (B) as are made available to or received by the Company’s other than a transaction: Affiliates; (aE) the payment of reasonable and customary fees and compensation to, and indemnities provided on behalf of, officers or directors of the Company or any of its Subsidiaries, subject in each case to paragraph (xi) of Section 2.5(a); (F) any employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business, subject in each case to paragraphs (a)(vii), (a)(xii), and (a)(xiii) of this Section 2.5; and (G) transactions between or (b) where among the net asset value Company and any of its Subsidiaries. In the event that any of the transaction is less than the then-current net asset value of the Target Group at any foregoing matters under paragraph (b)(i) and (b)(ii) are as a percentage to be initially decided by the Majority Consenting Creditors; 10. entry into, amendment, termination or non-renewal of, or waiver or acceleration of rights or obligations or granting of consent or approval under any material contract, including any material joint venture, partnership, profit sharing or similar arrangement; 11. institution, release, discharge, compromise or settlement of any material litigation, arbitration, investigative or administrative (including tax or regulatory) proceedings of or before any court, arbitral body or agency with an amount in dispute that does not exceed US$20 million; 12. the selection, appointment or dismissal of the external auditors of NewCo and the Target Group (other than, in the case of the Target Group) the external auditors then appointed on the Restructuring Effective Date, and any material amendment to the accounting and tax policies; 13. adopting the annual accounts of NewCo and the annual consolidated accounts of the Target Group; 14. the determination or modification of the compensation of the GM and of any other “C-suite level” executive (including the general manager of Copeinca); 15. the adoption or amendment of the EIP (as defined below) or any other incentive plan; 16. in the event of the occurrence result of a Key Man Event (as defined below)Change of Control Transaction in accordance with the terms of this Agreement, then approval of such matters under Section 2.5(b) shall not include the selection of a replacement general manager or the determination of the process by which a replacement general manager is selected; 17. all material decisions relating to a material part of the workforce; and 18. the transfer of any NewCo Equity to a Restricted Party (as defined below). Each of the foregoing Board Reserved Matters shall apply in respect of each member of the Target Group Bohai Director and shall only require the affirmative vote of a majority of the directors Directors constituting the Majority Sponsor Directors (excluding any Majority Sponsor Director explicitly prevented from voting with respect to such matter by the terms of NewCo. “Key Man Event” means Mr. Francisco ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ and/or ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Tirado ▇▇▇▇▇▇ no longer being actively involved on a full-time basis in the business and affairs this Agreement), unless any of the Target because proposed actions would Discriminate against Bohai, at which time the Bohai Director shall be permitted to vote on such matters. (c) A Majority Sponsor Director or the Bohai Director shall abstain from the vote of their respective death, incapacitation, resignation, illness, retirement or termination for cause. If a Key Man Event (other than a Key Man Event resulting from death or incapacitation) occurs, the Board on any transaction between the Company and an Affiliate of the Company if Bohai or the Sponsor that appointed such Director, or any Affiliate thereof (excluding the Company and its Subsidiaries), is a party to such transaction. This paragraph (c) shall have additional governance rights on terms not apply to be agreed in any vote of the Shareholders AgreementBoard on: (i) the Directors’ fees and expenses; or (ii) the transactions contemplated by Article 4.

Board Reserved Matters. The day-to-day operations Matters considered at any meeting of the Target Group Board shall be managed decided by CFGI’s management teama majority of votes of the Directors present at a meeting at which there is a quorum, subject provided always that no action or decision relating to the Shareholder Reserved Matters and any of the following matters to be determined in the manner described below is taken (notwithstanding any resolutions passed whether by the shareholders Directors, the Company, any Group Company or any of NewCo in respect of such matters) (each, a “Board Reserved Matter”): 1. the declaration, making officers or payment managers of any dividends or distributions by any member of the Target Group other than by any member of the Target Group that is wholly-owned by another member of the Target Group other than in accordance with the terms of any approved dividend policy; 2. approve or adopt any dividend policy; 3. any change in the size or composition of the board of directors of any member of the Target Group, and the delegation of any powers of the board of directors of any member of the Target Group to a committee Company or any other person (other than as expressly contemplated in relation to the Shareholders Agreement); 4. Group, and whether in a single transaction or a series of related transactions) without the adoption, affirmative majority approval or modification of the annual business plan Directors (which for the matters set out in paragraphs (a), (b), (c), (d), (e), (f), (j), (k) (l) and (m) shall include the Tencent Director, insofar as at least fifty percent (50%) of the Target Group or any member thereof Series A Preference Shares purchased pursuant to the Tencent 2010 Share Purchase Agreement remain outstanding and any material deviation therefrom; 5. approve or adopt any capital expenditure budget with an aggregate value in excess of an amount to be initially agreed held by the Majority Consenting Creditors; 6. if applicable, the adoption, approval, amendment, termination or non- renewal of the compliance policy of the Target Group; 7. the incurrence or assumption (including in connection with any acquisition) of any indebtedness in excess of $20 million, other than: Tencent Limited): (a) indebtedness already permitted under the annual business plan sale, mortgage, pledge, lease, transfer, license or otherwise disposal of any of the Target assets (including intellectual property) of the Group or any member thereof, and which is (bi) any drawdown made under an existing credit facility previously approved by the Board; 8. the provision of loans, guarantees, security for debts or extension of credit (other than in outside the ordinary course of business on normal commercial termsor (ii) toin excess of $10,000,000 in aggregate over any twelve (12) month period; (b) approval or amendment of any quarterly or annual budget, business plan or operating plan (including any capital expenditure budget, operating budget or financing plan) of the Group; (c) engagement in any business materially different from that described in the current business plan, change the name of the any Group Company or cease any business undertaking of any Group Company; (d) incurring of any indebtedness or assume any financial obligation or issue, assume, guarantee or create any liability for borrowed money in excess of $10,000,000 in aggregate at any time outstanding unless such liability is incurred pursuant to the then current business plan; (e) making of any investment in, expenditure or other purchase of tangible or intangible assets in excess of $10,000,000 in aggregate over any twelve (12) month period unless such expenditure is made pursuant to the then current business plan; (f) entry into any material agreement or contract with any party (other than wholly-owned members or group of the Target Group) exceeding $20 million other than as contemplated by the annual business plan in effect at such time; 9. the purchase or acquisition of any asset (or any interest therein), or the sale or disposal of any asset (or any interest therein), in each case, other than a transaction: (a) in related parties which is outside the ordinary course of business; business and under which the Group’s aggregate commitments, pledges or obligations to such party or group of related parties are unlimited or potentially exceed $10,000,000 in the aggregate over any twelve (b12) where month period; (g) changing materially the net asset value accounting methods or policies or appoint or change the Auditors of the transaction is less than the then-current net asset value Group; (h) selection of the Target listing exchange or the underwriters for a Qualified Public Offering; (i) approval of the valuation and terms and conditions for the Qualified Public Offering; (j) disposal or dilution of the Company’s interest, directly or indirectly, in any of its Subsidiaries or Affiliates; (k) entry into any related party transaction or series of related party transactions involving any Group at a percentage to be initially decided by the Majority Consenting Creditors; 10. entry into, amendment, termination or non-renewal of, or waiver or acceleration of rights or obligations or granting of consent or approval under any material contract, including any material joint venture, partnership, profit sharing or similar arrangement; 11. institution, release, discharge, compromise or settlement of any material litigation, arbitration, investigative or administrative (including tax or regulatory) proceedings of or before any court, arbitral body or agency Company with an aggregate transaction amount exceeding $10,000,000 in dispute that does not exceed US$20 million; any twelve (12. the selection, appointment or dismissal of the external auditors of NewCo and the Target Group ) month period; (other than, in the case of the Target Groupl) the external auditors then appointed on the Restructuring Effective Date, and any material amendment to the accounting and tax policies; 13. adopting the annual accounts of NewCo and the annual consolidated accounts of the Target Group; 14. the determination or modification of the compensation of the GM and of any other “C-suite level” executive (including the general manager of Copeinca); 15. the adoption or amendment of the EIP any Employee Option Plan (as defined belowand any grant thereunder); or (m) or any other incentive plan; 16. in the event of the occurrence of a Key Man Event (as defined below)appointment, the selection of a replacement general manager or the removal and determination of the process by which a replacement general manager is selected; 17. all material decisions relating to a material part remuneration of the workforce; and 18. the transfer President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technical Officer or General Manager of any NewCo Equity to a Restricted Party (as defined below)Group Company. Each In case of an equality of votes, the foregoing Board Reserved Matters shall apply in respect Chairman of each member of the Target Group and shall require the affirmative vote of a majority of the directors of NewCo. “Key Man Event” means Mr. Francisco ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ and/or ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Tirado ▇▇▇▇▇▇ no longer being actively involved on a full-time basis in the business and affairs of the Target because of their respective death, incapacitation, resignation, illness, retirement or termination for cause. If a Key Man Event (other than a Key Man Event resulting from death or incapacitation) occurs, the Board shall not have additional governance rights on terms to be agreed in the Shareholders Agreementa second or casting vote.