Corporate Proceedings Filings Labor Matters Sample Clauses

Corporate Proceedings Filings Labor Matters. 1.1 Corporate Authorizations of Axalto Pursuant to resolutions (a certified copy of which is attached hereto as EXHIBIT 1.1(A)) adopted at a meeting held on the date hereof, the Board of Directors of Axalto shall call, promptly upon, and in no event later than fifteen Business Days following, the execution of this Combination Agreement, a general meeting of the shareholders of Axalto to be held no later than February 28, 2006 (such meeting, including any adjournment or postponement thereof, the "AXALTO SHAREHOLDERS MEETING") in order to approve the resolutions set forth as EXHIBIT 1.1(B) hereto (the "AXALTO SHAREHOLDERS MEETING RESOLUTIONS") authorizing, inter alia and subject to the satisfaction of each of the conditions precedent set forth in SECTION 11.1, (i) the Combination, (ii) the issuance of additional Axalto shares in connection with the Contribution in Kind and the Offer, (iii) the Offer, (iv) the change, upon the Closing of the Contribution in Kind, of Axalto's name into Gemalto N.V., (v) the revised Articles of Association of Gemalto in substantially the form attached hereto as EXHIBIT 1.1(C), and (vi) the restructuring of the Axalto Board and the appointment of new members so that the Board of Directors of Gemalto consists, upon and subject to the Contribution in Kind, of eleven Directors (statutaire bestuurders) including the Executive Chairman (the former Chief Executive Officer of Gemplus) and Chief Executive Officer (the former Chief Executive Officer of Axalto), with the Board initially consisting of the Directors listed on EXHIBIT 1.1(D) and with each of such Directors being initially appointed for the term mentioned opposite his name in EXHIBIT 1.1(D), in order to avoid all such Directors coming up for reelection at the same time.
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Corporate Proceedings Filings Labor Matters 

Related to Corporate Proceedings Filings Labor Matters

  • Complaints and Proceedings (a) The Trust and/or the Distributor shall immediately notify the Company of: (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order (but not including an order of a regulatory body exempting or approving a proposed transaction or arrangement) with respect to the Trust's Registration Statement or the Prospectus of any Series or Class; (ii) any request by the SEC for any amendment to the Trust's Registration Statement or the Prospectus of any Series or Class; (iii) the initiation of any proceedings for that purpose or for any other purposes relating to the registration or offering of the Trust shares; or (iv) any other action or circumstances that may prevent the lawful offer or sale of Trust shares or any Class or Series in any state or jurisdiction, including, without limitation, any circumstance in which (A) such shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law or (B) such law precludes the use of such shares as an underlying investment medium for the Contracts. The Trust will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

  • Proceedings and Orders Neither Purchaser, nor any director, officer, affiliate or 5% or greater shareowner of Purchaser, during the last ten years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, or has been convicted of fraud or felony charges or restricted in conducting any business activity.

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Litigation, Labor Controversies, etc There is no pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened litigation, action, proceeding, investigation or labor controversy

  • Legal Proceedings and Orders There is no action, suit, proceeding or investigation pending or threatened against Geron that questions the validity of this Agreement or the right of Geron to enter into this Agreement or to consummate this transactions contemplated hereby, nor is Geron aware of any basis for any of the forgoing. Geron is neither a party nor subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality that would affect the ability of Geron to enter into this Agreement or to consummate the transactions contemplated hereby.

  • Litigation, Environmental and Labor Matters (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

  • Proceedings and Litigation No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to restrain or delay the purchase and sale of the Units or the other transactions contemplated by this Agreement or any of the other Transaction Documents.

  • Pending Proceedings and Examinations The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.

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