By the Shareholders Sample Clauses
The "By the Shareholders" clause defines actions or decisions that must be taken or approved directly by the shareholders of a company. Typically, this clause outlines specific matters—such as major corporate changes, amendments to governing documents, or approval of significant transactions—that require a formal vote or consent from the shareholders rather than the board of directors. By specifying these requirements, the clause ensures that shareholders retain ultimate authority over key decisions, thereby protecting their interests and maintaining proper corporate governance.
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By the Shareholders. Subject to the provisions of this ARTICLE VIII, from and after the Closing:
(i) the Shareholders, severally and not jointly, shall indemnify, defend and hold harmless Buyer, its Affiliates (including after the Closing the Company and its Subsidiaries), and their respective officers, directors, employees, shareholders, members, partners, agents, representatives, successors and assigns (collectively, “Buyer Indemnitees”) from and against all Losses incurred by any of Buyer Indemnitees arising out of or relating to: (A) any breach of any representation or warranty made by the Company in this Agreement or in any Disclosure Schedules or Exhibits attached hereto or any Closing Certificate, (B) any breach of any covenant or agreement of the Company contained in this Agreement or any Closing Certificate, (C) any Shareholders’ Taxes that were unpaid as of the Closing Date to the extent not (1) taken into account in computing Closing Date Net Working Capital or Closing Indebtedness or (2) paid by the Shareholders pursuant to Section 6.5(c), (D) any claim by any Person with respect to any shares of capital stock or any other equity interest in the Company or its Subsidiaries or any securities exchangeable or exercisable for, or convertible into, any shares of capital stock or any other equity interest in the Company or its Subsidiaries (including with respect to any repurchase, redemption or other acquisition by the Company or any Company Subsidiary of any outstanding shares of capital stock or other ownership interest in the Company or any Company Subsidiary), (E) any inaccuracies in the Allocation Schedule or any claims made with respect thereto, and (F) the Specified Matter.
(ii) Each Shareholder, severally and not jointly, agrees to indemnify and hold harmless Buyer Indemnitees from and against all Losses incurred by any of Buyer Indemnitees arising out of or relating to: (A) any breach of any representation or warranty made by such Shareholder in ARTICLE IV of this Agreement and (B) any breach of any covenant or agreement of such Shareholder contained in this Agreement.
By the Shareholders. The Corporation's shareholders may amend or repeal the Corporation's Bylaws, including any Bylaw that also may be amended or repealed by the Board of Directors.
By the Shareholders. These Bylaws may be amended, altered, or repealed at any annual or special meeting of the shareholders; provided that, in the case of a special meeting, notice of the proposed alteration or amendment is contained in the notice of the meeting.
By the Shareholders. These By-Laws may be amended, added to, altered or repealed, or new by-laws may be adopted, at any meeting of shareholders of the corporation by the affirmative vote of the holders of a majority of the shares entitled to vote in the election of directors present and voting at such meeting, provided, in the case of a special meeting, notice that an amendment is to be considered and acted upon is inserted in the notice or waiver of notice of said meeting.
By the Shareholders. Each Shareholder have been advised by their respective counsel with respect to the meaning and effect of this Section 5.01.
By the Shareholders. (i) Subject to Sections 9.2(e), 9.2(f), 9.2(h), 9.2(i) and 9.3, the Shareholders jointly and severally shall protect, defend, indemnify and hold harmless ATS, PMG and their respective Affiliates, and their officers, directors, employees, agents, representatives, successors and assigns (“ATS Indemnitees”) from and against any losses, damages and expenses (including, without limitation, except as provided in Section 9.2(d)(ii), reasonable counsel fees, costs and expenses incurred by ATS in investigating and defending against the assertion of such liabilities) that may be sustained, suffered or incurred by ATS Indemnitees and that arose from (A) any breach by the Shareholders or PMG of their respective representations and warranties in this Agreement (as modified by the Disclosure Schedules, but not as such Disclosure Schedules may be updated pursuant to Section 5.17(b) hereof), (B) any breach by the Shareholders of covenants and obligations in or under this Agreement, or breach by PMG of any pre-Closing covenants and obligations including, but not limited to, the Shareholders’ or PMG’s obligations pursuant to Article 5 (including, but not limited to, the Shareholders’ obligations under Section 5.8 and obligations to make payments to ATS pursuant to Section 5.11(a) and 5.11(b)), (C) Taxes as provided in paragraph (ii) of this Section 9.2(b), to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheet and included in the calculation of the Closing Net Working Capital (it being the intent of the parties that all of the provisions of this Agreement shall be interpreted to avoid requiring the Shareholders to pay (or receive a reduction in the Purchase Consideration) twice for the same Tax or other liability) and (D) the Shareholders’ Transaction Costs (if such costs are not requested in writing by the Shareholders to be paid by ATS, in accordance with Section 5.7(a)).
(ii) The obligations of the Shareholders under paragraph (i) of this Section 9.2(b) shall extend to (A) all Taxes with respect to taxable periods ending on or prior to the Closing Date and (B) all Taxes with respect to Straddle Periods to the extent that such Taxes are allocable to the period prior to Closing pursuant to Section 5.11(b); provided, however, that such obligations of the Shareholders shall not extend to Taxes and related reimbursement obligations for which ATS is responsible pursuant to Section 5.16(b) hereof. Such obligations of the Shareholde...
By the Shareholders. The decision of the Independent Accountant shall also include a certificate (the "SETTLEMENT AMOUNT CERTIFICATE") of the Independent Accountant setting forth the final amount of the Closing Date Net Asset Value and the amount, if any, by which the second installment of the Purchase Price payable six months after the Closing shall be increased or reduced. The Closing Date Balance Sheet shall be deemed to include all undisputed adjustments and those adjustments made by the decision of the Independent Accountant in resolving the Contested Adjustments.
By the Shareholders. From and after the Closing, each Shareholder shall jointly and severally indemnify, save and hold harmless Buyer, its affiliates and subsidiaries, and its and their respective officers, directors, employees, agents and other representatives, from and against any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses
By the Shareholders. Xxxxx X. Xxxxxx, Xxxxxxx Xxx and, solely with respect to Section 4.2, Xxxxx Xxxxxx, jointly and severally, shall indemnify and hold harmless A4S and the Merger Sub, and each of their respective officers, employees, Affiliates and agents, at all times from and after the Closing Date, against and in respect of Losses arising from: (i) any breach of any of the representations or warranties made by the Shareholders or the Targets in this Agreement (without regard to any materiality qualification contained in any such representation or warranty); and (ii) any breach of the covenants and agreements made by the Shareholders or the Targets in this Agreement or any exhibit hereto delivered by the Shareholders or the Targets in connection with the Closing.
By the Shareholders. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing information regarding such holder's ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Company or such other indemnified Person against all Losses caused by any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such holder expressly for use therein; provided, however, that each holder's obligation to indemnify the Company hereunder shall, to the extent more than one holder is subject to the same indemnification obligation, be apportioned between each holder based upon the net amount received by each holder from the sale of Registrable Securities, as compared to the total net amount received by all of the holders of Registrable Securities sold pursuant to such registration statement. Notwithstanding the foregoing, no holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liability.