Common use of Clause 6 Clause in Contracts

Clause 6. 1.1 shall not exclude or restrict: (i) REA, REA Listco or any of their respective Subsidiaries from holding, directly or indirectly, less than 5 per cent. of the issued shares or debentures of any company listed on any stock exchange and provided that REA, REA Listco and their respective Subsidiaries do not have a board seat or any governance rights in relation to such company; (ii) REA, REA Listco or any of their respective Subsidiaries from holding passive financial investments or instruments that only provide economic exposure to any of the Restricted Territories (including any real estate business activities); (iii) REA, REA Listco or any of their respective Subsidiaries from, directly or indirectly, possessing an interest in or being engaged in a business that is targeted outside of the Restricted Territories, but whose prospective or existing customers may access the business’ services from inside any of the Restricted Territories; (iv) REA’s, REA Listco’s or any of their respective Subsidiaries’ operations outside of the Restricted Territories; or (v) REA, REA Listco and each of their respective Subsidiaries, acquiring all or any portion of any business or entity (an “Acquired Entity”), whether through the acquisition of shares or assets or through merger, joint venture or other structure, that includes or operates any REA Restricted Business, provided that: (a) such REA Restricted Business constitutes less than 10 per cent. of the revenue of the Acquired Entity at and following the acquisition; or (b) in the event such REA Restricted Business constitutes 10 per cent. or more of the revenue of the Acquired Entity, either at the time of the acquisition or at such later date (due to growth of the REA Restricted Business or a decline in revenue of other aspects of the Acquired Entity’s business), the relevant purchaser has, within the Restricted Business Divestment Period, completed a Restricted Business Divestment.

Appears in 4 contracts

Sources: Company Holders Support and Lock Up Agreement (PropertyGuru Group LTD), Company Holders Support and Lock Up Agreement (Bridgetown 2 Holdings LTD), Shareholders' Agreement (PropertyGuru Group LTD)

Clause 6. 1.1 1.2 shall not exclude or restrict: (i) REA, REA Listco or any of their respective Subsidiaries the NWS Group from holding, directly or indirectly, less than 5 per cent. of the issued shares or debentures of any company listed on any stock exchange and provided that REA, REA Listco and their respective Subsidiaries do not none of the members of the NWS Group have a board seat or any governance rights in relation to such company; (ii) REA, REA Listco or any of their respective Subsidiaries the NWS Group from holding passive financial investments or instruments that only provide economic exposure to any of the Restricted Territories (including any real estate business activities); (iii) REA, REA Listco or any of their respective Subsidiaries the NWS Group from, directly or indirectly, possessing an interest in or being engaged in a business that is targeted outside of the Restricted Territories, but whose prospective or existing customers may access the business’ services from inside any of the Restricted Territories; (iv) REA’s, REA Listcothe NWS Group’s or any of their respective Subsidiaries’ operations outside of the Restricted Territories; (v) The NWS Group’s existing businesses or the operations of Dow ▇▇▇▇▇ or Investors Business Daily, including without limitation Dow Jones’s professional information business (including Factiva, Dow ▇▇▇▇▇ Risk & Compliance, and Dow ▇▇▇▇▇ Newswires) or consumer business (including The Wall Street Journal, ▇▇▇▇▇▇’▇, MarketWatch or Mansion Global); or (vvi) REA, REA Listco and each of their respective Subsidiaries, the NWS Group from acquiring all or any portion of any business or entity (an “Acquired Entity”), whether through the acquisition of shares or assets or through merger, joint venture or other structure, that includes or operates any REA NWS Restricted Business, provided that: (a) such REA NWS Restricted Business constitutes less than 10 per cent. of the revenue of the Acquired Entity at and following the acquisition; or (b) in the event such REA NWS Restricted Business constitutes 10 per cent. or more of the revenue of the Acquired Entity, either at the time of the acquisition or at such later date (due to growth of the REA NWS Restricted Business or a decline in revenue of other aspects of the Acquired Entity’s business), the relevant purchaser has, member of the NWS Group has within the Restricted Business Divestment Period, Period completed a Restricted Business Divestment.

Appears in 4 contracts

Sources: Company Holders Support and Lock Up Agreement (PropertyGuru Group LTD), Company Holders Support and Lock Up Agreement (Bridgetown 2 Holdings LTD), Shareholders' Agreement (PropertyGuru Group LTD)