General Meeting of Shareholders. General Meetings of Shareholders shall be convened by Managing Partner or the Supervisory Board and for Ordinary General Meetings of Shareholders, decisions shall be adopted under statutory conditions, by a simple majority of the votes of those shareholders present or represented or, for Extraordinary Meetings of Shareholders, by a majority of two-thirds of the votes of those shareholders present or represented. General Meetings shall be held at the registered office or at any other location specified in the notice to attend. General Meetings shall be chaired by one of the Managing Partners appointed under the Memorandum and Articles of Association or, with Managing Partner’s consent, by the Chairman of the Supervisory Board; failing which, the General Meeting of Shareholders shall elect its own Chairman. Any shareholder or bearer of voting right certificates shall be entitled to attend General Meetings under statutory conditions and the terms and conditions hereof. Said persons may send their proxy form or postal vote for any General Meeting of Shareholders in writing or electronically, under statutory conditions. Managing Partner shall be entitled to accept any proxy form, voting form or certificate of attendance received or submitted up until the date of the General Meeting of Shareholders. By Managing Partner decision published in the notice of the meeting or notice to attend to use such means of telecommunication, shareholders and bearers of voting right certificates who attend the General Meeting of Shareholders via videoconference or by means of telephone conference enabling them to be identified shall be deemed to be present for the purpose of calculating the quorum and majority. Except when provided by law, each share and voting right certificate entitle to one voting right in the General Meetings. However, the holder of any fully paid share, held in the form of registered shares for at least two years in the name of a single holder, will be entitled to two voting rights per share, without any limitation. In case of capital increase, by incorporation of reserves, benefits or issue premiums, the double voting right is, as from the issuance date, attributed to the registered shares allocated to a shareholder as a consequence of former shares for which he benefits from a double voting right. In the event of any transfer following inheritance, liquidation of marital property between spouses or donation inter vivos in favour of a spouse or relative ent...
General Meeting of Shareholders. The Company shall hold no less than one general meeting of the shareholders in any given calendar year. Except as provided in this Section 6, all general meetings of the shareholders shall be governed by Applicable Law and the Memorandum of Association and Articles of Association. The Chairman of the Board shall preside at all general meetings of the shareholders provided that the Chairman of a general meeting shall not have a casting vote. If the Chairman is absent or fails to serve as the presiding officer at any such general meeting of the shareholders, a Director as may be mutually agreed by the shareholders shall preside in the Chairman’s place. To the extent permissible by Applicable Law, a shareholder may participate in a general meeting by means of a telephone or video conference.
General Meeting of Shareholders. Article 15. (Convocation)
General Meeting of Shareholders. 18.1. The Parties agree at any General Meeting of Shareholders of NewCo to exercise their voting powers in such manner that the agreements between the Parties herein recorded are performed. Any decisions at the General Meeting of Shareholders shall be taken in accordance with this Agreement, the Articles of Association and the provisions of the Spanish law.
General Meeting of Shareholders. 14.1 The following resolutions of the general meeting of shareholders of the Company shall be adopted by (i) a simple majority of the votes validly cast at a meeting of shareholders of the Company including (ii) Investor’s Consent:
General Meeting of Shareholders. .... The general meeting of holders of A-Shares, B-Shares and C-Shares
General Meeting of Shareholders. The Board of Directors of the Company shall not convene a general meeting of shareholders of the Company to address the Tender Offer or any matter which would have a material effect on the Tender Offer except as provided in this Agreement or except as required by mandatory law or, subject to the Company having complied with its obligations under Sections 3.2 and 5.2 above, if the Board of Directors of the Company determines in good faith, after taking advice from external legal counsel and financial advisor, that failure to convene a general meeting of shareholders would be inconsistent with the Fiduciary Duties of the Board of Directors. It is understood and agreed that as soon as the Offeror has publicly confirmed that it will complete the Tender Offer, the Board of Directors of the Company will, at the Offeror’s request, convene an extraordinary general meeting of shareholders of the Company for the purpose of electing new members to the Board of Directors and addressing other agenda items proposed by the Offeror, if any. The Offeror shall subsequently grant the resigning members of the Board of Directors of the Company discharge from liability at the next Annual General Meeting of Shareholders of the Company following the Closing Date and, with respect to the financial year started January 1, 2016, at the Annual General Meeting of Shareholders of the Company where the financial statements for such financial year are considered, provided that no material findings to the contrary are made in the audit of the Company’s financial statements for the respective accounting periods or otherwise.
General Meeting of Shareholders. The Company will use reasonable efforts to convene a general meeting of its shareholders as soon as possible and in any event not later than sixty (60) days following the date of this Agreement (and ninety (90) days if the SEC elects to review the Company’s proxy materials), to approve, among other things, the terms of this Agreement (the “Shareholders Meeting”). The proxy statement materials will be provided to the Lead Investor and the other Investors for their review.
General Meeting of Shareholders. The proceedings of the General Meeting shall take place in accordance with the rules and regulations set out in Schedule 14 (General Meeting regulations).
General Meeting of Shareholders. 1. With respect to Wacoal, the Share Exchange shall be effected without obtaining the approval of this Agreement at a general meeting of shareholders as otherwise required under Paragraph 1 of Article 795 of the Companies Act of Japan (the "Companies Act"), pursuant to the provisions of the main text of Paragraph 3 of Article 796 of the Companies Act.
