Common use of Matters Requiring Shareholder Approval Clause in Contracts

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: (a) alter or change the rights, preferences or privileges of any Preferred Share or create (by reclassification or otherwise) any new class or series of shares having rights, preferences or privileges senior to or on parity with any Preferred Share; (b) increase, reduce (by redemption, repurchase or otherwise) or cancel the authorized or issued share capital of any Group Company, save for (i) the issuance of Ordinary Shares upon the conversion of any Preferred Shares or the redemption of any Preferred Shares in accordance with their terms of issue, (ii) the redemption or repurchase of Ordinary Shares in accordance with the terms of the ESOP, and (iii) any such action specifically required hereunder or under the Articles; (c) amend or waive any provision of the Charter Documents of any Group Company; (d) sell, lease, transfer or dispose of all or substantially all of the assets of the Group Companies, taken as a whole; (e) permit, authorize or approve any merger, acquisition, consolidation, reorganization, split-up, spin-off, other change of control of any other form of business combination of any Group Company with or into one or more third parties; (f) effect a recapitalization, reclassification or bankruptcy of the Company, pass any resolution for the liquidation, dissolution or winding up of any Group Company or undertake any reorganization, reconstruction, Liquidation Event or liquidation exercise concerning any Group Company or apply for the appointment of a receiver, manager or judicial manager or like officer; and (g) agree or commit to do any of the foregoing.

Matters Requiring Shareholder Approval. No Group Company shallFor so long as any Preferred Share remains outstanding, and the Parties shall procure that no Group Company shall, except as specifically in addition to any other vote or consent 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 elsewhere in the ArticlesMemorandum and Articles of Association, the Company shall not (and shall not permit any member of the Company Group to) 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 take any of the following actions without the approval affirmative vote of holders holding such number of Series A Shares representing more than two thirds (i66.67%) 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 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: (aA) alter Amend, alter, waive or change repeal any provision in connection with any of the rights, powers, privileges, preferences or privileges of restrictions for the Preferred Shares; (B) Authorize, create or issue any Preferred Share or create new Equity Securities (by reclassification or otherwise) including without limitation any new class or series of shares, common or preferred), or reclassify any outstanding shares having of the Company; (C) Amend, alter, waive or repeal any provision of the Memorandum of Association, Articles of Association, or other constitutional or governance documents of any member of the Company Group with prejudice to the rights, powers, privileges, preferences or privileges senior to or on parity with any restrictions for the Preferred ShareShares; (bD) increase, reduce (by redemption, repurchase Repurchase or otherwise) or cancel the authorized or issued share capital redemption of any Group securities of the Company, save for other than pursuant to (i) the issuance redemption right of Ordinary Shares upon the conversion holders of any Preferred Shares or as provided herein and in the redemption Memorandum and Articles of any Preferred Shares in accordance with their terms of issueAssociation, (ii) the redemption contractual rights to repurchase or repurchase of Ordinary redeem Common Shares in accordance with the terms of the ESOPSeries B Share Restriction Agreement dated January 3, and 2008, or (iii) any such action specifically required hereunder the contractual rights to repurchase or under redeem Common Shares from the Articlesemployees, directors or consultants upon the termination of their employment or services, at the lower of fair market value or cost; (cE) amend or waive any provision of the Charter Documents of any Group Company; (d) sellSell, mortgage, pledge, lease, transfer or otherwise dispose of all or substantially all of the assets of any member of the Group Companies, taken as a wholeCompany Group; (eF) permit, authorize or approve Engage in any merger, acquisition, consolidationrecapitalization, reorganization, split-upoff, spin-off, other change of control or filing for bankruptcy, or any voluntary dissolution, winding-up, or liquidation of any other form member of business combination of any Group the Company with or into one or more third partiesGroup; (fG) effect Declare or pay a recapitalization, reclassification distribution or bankruptcy dividend with respect to Common Shares (referring to distributions or dividends with respect to the Common Shares declared solely payable or paid solely to holders of the Company, pass any resolution for the liquidation, dissolution or winding up of any Group Company or undertake any reorganization, reconstruction, Liquidation Event or liquidation exercise concerning any Group Company or apply for the appointment of a receiver, manager or judicial manager or like officerCommon Shares); and (gH) agree Increase or commit to do any decrease the size of the foregoingboard of directors of any member of the Company Group and appoint the directors of any member of the Company Group.