Part IV Undertakings relevant to the Company 1 Restrictions on payments 1.1 The Company shall not, without the prior written consent of the Majority Participants: (a) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital); (b) repay or distribute any dividend or share premium reserve; (c) pay or allow any member of the Group to pay any management, advisory or other similar fee to or to the order of any shareholder (whether direct or indirect) of the Company other than any fees paid to shareholders who are also directors or consultants of the Company (or any of its Subsidiaries) under their respective service contracts or appointment agreements which in any such case are arm's length contractual arrangements; or (d) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so. |