Reserved Shareholder Matters Sample Clauses

Reserved Shareholder Matters. Matters requiring approval of the parties The following matters (Reserved Shareholder Matters) shall require the prior approval of A and B: any issue of shares (or securities convertible into shares) of the JVC other than an issue of shares to A and B in the proportions specified in clause 3.2; any sale of the whole or any substantial part of the JVC; any alteration to the Memorandum and Articles; any borrowing by the JVC which would result in the aggregate borrowings of the JVC being in excess of KShs or such other amount as the parties shall from time to time agree; approval of the annual budget and operating plan of the JVC; any expansion of the marketing territory of the JVC beyond ; any development of the product line of the JVC beyond (as improved or enhanced from time to time); any repayment by the JVC of any loan made by a member of the A Group or the B Group; filing by the JVC for liquidation, receivership or reorganization under any insolvency laws or any similar action; the formation of any subsidiary of the JVC; the purchase by the JVC of the shares or other securities, stock or debentures of any other company; the commencement, settlement or abandonment of litigation or admission of liability by the JVC involving a dispute in excess of KShs (other than a claim against a member of the A Group or a member of B Group); the approval of, or any [material] change to, the service / employment contracts with or ; the appointment (and removal) of the auditors of the JVC; the entry into of any contract or commitment by the JVC having a value or likely to involve expenditure by the JVC in excess of KShs (or such other limit as the parties shall from time to time agree).
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Reserved Shareholder Matters. 5.1 The Parties shall use their respective powers to ensure, for so long as members of the Purchaser Group or the Indalex Group hold not less than ten per cent (10%) of the issued share capital of the Company, that none of the actions specified in clause 5.2 (
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Reserved Shareholder Matters is taken (whether by the Board, the Company, any Subsidiary of the Company or any of the officers or managers within the Group) unless the Vendor and Indalex give their prior approval to proceed in accordance with clause 5.3.
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Reserved Shareholder Matters. 43 Part 2..................................................................44
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Reserved Shareholder Matters. Articles (a) adopting or altering the Memorandum, Articles or other constitutional documents of the Company; changes in share capital (b) the issue of any shares by the Company ranking in priority to the Shares; dividends (c) the Company or any of its Subsidiaries (other than wholly-owned Subsidiaries) declaring or paying any dividend or distribution; winding-up (d) any proposal to wind up all or any significant portion of the Company's Group.
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Reserved Shareholder Matters. The Reserved Shareholder Matters are:
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Reserved Shareholder Matters. Unless the Agreement or the law expressly provides otherwise, the following are Reserved Shareholder Matters in respect of the Company and the Operating Subsidiary (each a “company” as the case applies below):
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Reserved Shareholder Matters 
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Related to Reserved Shareholder Matters

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Reserved Shares The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be decided by the mutual agreement, from time to time, of the Dealer Manager and the Company. The Dealer Manager reserves the right to notify Soliciting Dealer by United States mail or by other means of the number of Shares reserved for sale by Soliciting Dealer, if any. Such Shares will be reserved for sale by Soliciting Dealer until the time specified in the Dealer Manager’s notification to Soliciting Dealer. Sales of any reserved Shares after the time specified in the notification to Soliciting Dealer or any requests for additional Shares will be subject to rejection in whole or in part.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • Stockholder Rights Plans If the Company has a stockholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

  • Shareholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

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