Resolution of Shareholders’ Meeting Sample Clauses

Resolution of Shareholders’ Meeting. 3.2.1 Notwithstanding Article 3.1, at the time of the signing and delivery of this Agreement, Party B shall, at Party A’s request, sign and deliver one or more resolution(s) of the shareholders’ meeting of Jinan Youxiantong, substantially in the form of Annex 1 of Appendix A under the Loan Agreement hereto (each referred to as a Resolution). The Resolution shall approve the following matters:
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Resolution of Shareholders’ Meeting. The Shareholders shall exercise their voting rights at a meeting of the Shareholders’ Meeting in proportion to their respective contributions to the Registered Capital. Save for the matters to be resolved by special resolutions in Section 4.4, all matters to be decided by the Shareholders shall be resolved by ordinary resolution. To adopt an ordinary resolution, a simple majority of the voting rights of all Shareholders in attendance or by proxy, must be cast in favor of the resolution. To adopt a special resolution, two thirds (2/3) of the voting rights of all Shareholders must be cast in favor of the resolution.
Resolution of Shareholders’ Meeting. Notwithstanding the provisions of the above Article 3.1, at the time of the signing and delivery of this Agreement, XFH shall at Ao Hang's request sign (and use commercially reasonable efforts to procure that Weili He will sign) and deliver one or more resolution(s) of the shareholders' meeting of XinAo, substantially in the form of Annex 1 of Appendix A hereto (each referred to as a "Resolution"). The Resolution shall approve the following matters:
Resolution of Shareholders’ Meeting. Notwithstanding the provisions of the above Article 3.1, at the time of the signing and delivery of this Agreement, each Shareholder shall at Beijing Xin Fu's request sign (and use commercially reasonable efforts to procure that authorized representative of Beijing Xin Fu will sign) and deliver one or more resolution(s) of the shareholders' meeting of Beijing Wowjoint, substantially in the form of Annex 1 of Appendix A hereto (each referred to as a "Resolution"). The Resolution shall approve the following matters:
Resolution of Shareholders’ Meeting. The Shareholders’ Meeting of Fujian Shengda Food Development Co., Ltd. hereby passed a resolution authorizing the mortgage of the Company’s land use rights (Certificate No.: Tan Xxx Xxxx (2009) No. 00612, Area: 17165.30m2) and three industrial factory buildings (Tan Fang Xxxx Xxxxx Zi No. 20091018, Area: 1200.53m2; Tan Fang Xxxx Xxxxx Zi No. 20091019, Area: 1896.09m2; Tan Fang Xxxx Xxxxx Zi No. 20091020, Area: 1461.91m2, total area: 4558.53m2) to Industrial and Commercial Bank of China Limited Jianyang Sub-branch for the purpose of handling business financing for Fujian Yaxin Food Co., Ltd. Signatures of Shareholders: Zhou Xxxxxxx Xxxx Youdai Fujian Shengda Food Development Co., Ltd. (Official Seal) March 30, 2009
Resolution of Shareholders’ Meeting. Notwithstanding the provisions of the above Article 3.1, at the time of the signing and delivery of this Agreement, Shareholder shall at Oriental's request sign and deliver one or more resolution(s) of the shareholders' meeting of Group, substantially in the form of Annex 1 of Appendix A hereto (each referred to as a "Resolution"). The Resolution shall approve the following matters:
Resolution of Shareholders’ Meeting. Upon an exercise of the Option by Party A, each of Party B and Party C shall execute and deliver one or more resolutions of the shareholder’s meeting of Dangdang Kewen within thirty (30) days after the execution of the Share Transfer Agreement, approving, including but not limited to, the following:
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Resolution of Shareholders’ Meeting. The resolutions of the Shareholder’s Meeting on the matters discussed shall be adopted by Shareholders representing more than half of the voting rights. However, the matters involved in Article 8.1(e) to (n) shall be adopted by Shareholders representing two thirds or more of the voting rights. The Shareholder’s Meeting shall be convened by the Board of Directors and presided over by the board chairman; if the chairman is unable to or does not perform his duty, the meeting shall be presided over by the vice chairman; if the vice chairman is unable to or does not perform his duty, the meeting shall be presided over by a Director jointly designated by more than half of the Directors. An extraordinary Shareholder’s Meeting may be convened upon the proposal of Shareholders representing one tenth (1/10) or more of the voting rights, one third (1/3) or more of the Directors or the board of supervisors. The chairman shall convene and preside over the Shareholder’s Meeting within ten days after receipt of the proposal.
Resolution of Shareholders’ Meeting. A shareholders’ meeting was convened on April 16, 2009 at the Conference Room on the fourth floor of Xxxx Xx Building, Chuang Ye Park of Xiamen Torchlight Hi-Tech Zone and, such was an interim meeting summoned as per the Articles of Association of the Company, and was notified to all shareholders according to law before meeting in the date and approach pertinent to stipulations of said Articles of Association. Present at the Meeting were shareholders XX Xxxxxx and MA Weishu, being all the shareholders. The Meeting was summoned and presided over by XX Xxxxxx, the managing director of the Company. It’s unanimously agreed and resolved on the Shareholders’ Meeting as follows: Shareholder XX Xxxxxx shall transfer to Xiamen Xinyixiang Catering Distribution Co., Ltd. 95% shares she holds in Xiamen Yikoule Catering Distribution Co., Ltd. (with subscription of RMB 950,000.00 in registered capital, and paid-in contribution of RMB 950,000.00 to the registered capital) at a total price of RMB 266,000.00; and Shareholder MA Weishu shall transfer to Xiamen Xinyixiang Catering Distribution Co., Ltd. 5% shares he holds in Xiamen Yikoule Catering Distribution Co., Ltd. (with subscription of RMB 50,000.00 in registered capital, and paid-in contribution of RMB 50,000.00 to the registered capital) at a total price of RMB 14,000.00; and After said share transfer transaction, Xiamen Xinyixiang Catering Distribution Co., Ltd. shall hold 100% shares of Xiamen Yikoule Catering Distribution Co., Ltd. (with subscription of RMB 1,000,000.00 in registered capital, and paid-in contribution of RMB 1,000,000.00 to the registered capital). This agreed and confirmed by: Shareholder: /s/ XX Xxxxxx Shareholder: /s/ MA Weishu Company: Xiamen Yikoule Catering Distribution Co., Ltd. (Company Seal) Date: April 16, 2009 Shareholders’ Resolution It’s hereby resolved by Xiamen Xinyixiang Catering Distribution Co., Ltd. (the Company), as the shareholder of Xiamen Yikoule Catering Distribution Co., Ltd., as follows:

Related to Resolution of Shareholders’ Meeting

  • Shareholders Meeting (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:

  • Shareholders Meetings IVAX shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergers.

  • Stockholders Meetings Section 1. The Annual Meeting of Stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time, or place as may be designated by resolution by the Board of Directors.

  • Company Shareholders Meeting (a) Subject to Section 9.01, as promptly as practicable, but in any event, no later than ten (10) calendar days, after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement, the Company shall take all lawful action to call, give notice of, and convene the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval. As soon as reasonably practicable, but no later than the thirtieth calendar day after the date on which the notice of the Company Shareholders’ Meeting is issued, the Company shall hold such Company Shareholders’ Meeting in accordance with its memorandum and articles of association; provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Company Shareholders’ Meeting for up to thirty (30) calendar days (but in any event no later than five (5) Business Days prior to the End Date), (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed); (ii) if at the time the Company Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Shareholders’ Meeting; or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting. Parent may request once that the Company adjourn or postpone the Company Shareholders’ Meeting for up to thirty (30) calendar days (but in any event no later than five (5) Business Days prior to the End Date), (x) if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting or (B) voting in favor of approval of this Agreement and the Transactions to obtain the Company Shareholder Approval or (y) in order to allow reasonable additional time for (1) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (2) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting, in which event the Company shall, in each case, cause the Company Shareholders’ Meeting to be postponed or adjourned in accordance with Parent’s request.

  • Stockholders Meeting (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:

  • Merger Without Meeting of Shareholders Notwithstanding Section 2.10, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, at least 90% of the outstanding Common Shares pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date without a meeting of shareholders of the Company, in accordance with Section 60.491 of the OBCA. ARTICLE THREE

  • Company Stockholders Meeting The Company shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the holders of Company Stock (such meeting, including as it may be adjourned or postponed from time to time, the “Company Stockholders’ Meeting”) for the purpose of obtaining the Company Stockholder Approval. Subject to Section 6.4, the Company Board shall recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger (the “Company Board Recommendation”). Unless the Company Board has effected a Company Adverse Recommendation Change in accordance with Section 6.4, the Company shall use its reasonable best efforts to solicit from the holders of Company Stock proxies in favor of the adoption and approval of this Agreement and to take all other action necessary or advisable to secure the Company Stockholder Approval. Subject to Section 6.4, the Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Article X, the Company shall submit this Agreement for adoption and approval by the holders of Company Stock at the Company Stockholders’ Meeting. Notwithstanding anything in this Agreement to the contrary, the Company may postpone or adjourn the Company Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Company Stockholder Approval, (ii) for the absence of quorum and (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Company has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Stock prior to the Company Stockholders’ Meeting. The only matters to be voted upon at the Company Stockholders’ Meeting are the matters required pursuant to the Company Stockholder Approval and routine proposals required in connection with such vote.

  • Shareholder Meeting Subject to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company shall take all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor of the approval of this Agreement and the Merger. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwise.

  • Stockholder Meeting In the event that Section 251(h) of the DGCL is inapplicable to the Merger, then Parent and the Company shall as promptly as practicable, (a) prepare and cause to be filed with the SEC a preliminary proxy statement in connection with noticing and convening a meeting of the holders of Company Shares for purposes of obtaining from such holders of the Company Shares the adoption of this Agreement and the approval of the Merger (a “Stockholders Meeting”), (b) resolve any comments to such preliminary proxy statement (if any) from the SEC (and the Company shall notify Parent of any such comments from, or correspondence with, the SEC regarding the proxy statement and afford Parent and its counsel the reasonable opportunity to review and comment on such SEC comments and responses thereto prior to filing with the SEC) and mail the definitive proxy statement to holders of Company Shares, (c) set a record date for a Stockholders Meeting, (d) vote all Company Shares received by Acquisition Sub in the Offer in favor of the adoption of this Agreement and the approval of the Merger, and (e) cause the meeting to be held in accordance with applicable Law and cause the Merger to be effected pursuant to Section 251 or Section 253 of the DGCL. Subject to the terms of this Agreement, the Company shall include in the proxy statement, and not subsequently withdraw or modify in any manner adverse to Parent or Acquisition Sub, the unanimous recommendation of the Company Board of Directors that the stockholders adopt this Agreement and approve the Merger and the other Transactions and shall use its reasonable best efforts to obtain such approval. From the Acceptance Time until the consummation of the Merger, in no event shall Parent amend (or permit to be amended) any provision of this Agreement in any manner which would (i) alter or change the amount or form of the Merger Consideration or (ii) otherwise adversely affect the holders of Company Shares. All holders of Company Shares after the Acceptance Time shall be express third party beneficiaries of this Section 7.11. Notwithstanding anything to the contrary set forth in this Agreement, if the Merger cannot be effected pursuant to Section 251(h) of the DGCL and Parent, Acquisition Sub and any other Parent Subsidiary holds in the aggregate at least ninety percent (90%) of the then issued and outstanding Company Shares immediately following the consummation of the Offer, then each of Parent, Acquisition Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 253 of the DGCL and upon the terms and subject to the conditions of this Agreement.

  • Shareholder Meetings All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.

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