Sample Share Purchase And Share Holder Agreement Page 50
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77(i)
If at any meeting of the Company’s shareholders duly called for the purpose of
considering such obligation, decision or action, then subject to the provisions of sub-
clause 4.8(e), by the affirmative vote of the Government cast at such meeting;
(ii)
If at any meeting of the Board, then subject to the provisions of sub-clause
4.3(f) by the affirmative vote of at least one nominee director of the Government (or, in
the case of Board resolutions by circulation by the approval to such resolution in writing
by at least one nominee director of the Government)
(b)
The grant of approval by the Government to any matter provided in Clause 4.4(a)
shall be valid for a period of 12 (twelve) months from the date of the shareholders
meeting or Board meeting, as the case may be, or such other period as may be prescribed
by the Government as a condition of the grant of its approval, at the expiry of which
period such approval shall be deemed to have lapsed and thereafter, fresh approval of the
Government as provided in Clause 4.4(a) would be required prior to taking any action in
relation to matters specified in Schedule I.
4.5
Managing Director
Throughout the term of this Agreement, the Company shall have a Managing Director to
be appointed by the Board from amongst the directors nominated by the Strategic Partner.
The term of the office of the Managing Director shall be determined by a resolution of
the Board. The Managing Director shall be a member of the Board who shall be entrusted
with substantial powers of management of the Company. The Managing Director shall
function under the supervision, control and direction of the Board and subject to such
supervision, control and direction shall have the authority to manage the business
operation of the Company.
Subject to the provisions of Clause 4.4 read with Schedule I, the powers and duties of the
Managing Director shall be defined and/ or modified from time to time by resolution of
the Board, and shall include the powers and duties to:
(a)
incur capital expenditure which has been previously approved by the Board
and any other operational expenditure;
(b)
appoint and terminate any buyers, suppliers, ancillaries, franchisees and
distributors;
(c)
make decisions regarding the marketing of the Company's products including
determining the advertisement policy and budgets thereof; and
(d)
take such actions or execute such contracts on behalf of the Company that are
in the ordinary course of business of the Company except as specified in Clause 4.4.
4.6
Reporting Requirements
The Strategic Partner shall ensure that the Company provides to Government:
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