Shareholder decisions Sample Clauses

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Shareholder decisions. The shareholders shall decide on the matters restricted to their purview under the law, as well as on those matters that one or more directors or as many shareholders as represent at least one third of the share capital submit for their approval. The shareholder decisions are adopted in the form of a shareholders’ meeting resolution or outside of a shareholders’ meeting, i.e. by means of written consultation or on the basis of specific written consent. Shareholder decisions, whether or not they are taken by the shareholders’ meeting, are adopted with the favourable vote of the entire share capital, unless otherwise envisaged by a mandatory provision of law.
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Shareholder decisions. (a) Each Company Share shall have attached to it the right to cast one vote. (b) In order to maintain the spirit of a 50-50 (fifty-fifty) joint venture, the Shareholders agree that, subject to Section 3.5 below: (i) save as otherwise required by applicable law, all shareholders´ resolutions, including those matters in Section 2.6(a) (Y) above, which expressly provide for a Shareholders´ resolution or Shareholders´ approval, shall require the consensual approval by all of the Shareholders; and (ii) without detracting from Section 3.4 (b)(i) above, the quorum for a Shareholders Meeting shall be 1 (one) Shareholder from each of the TEF Group and the PT Group, represented by a duly authorised person, which may include a proxy; (c) Each Shareholder shall affirmatively vote so as to permit a Group to increase its Interest in the Company’s total issued and outstanding share capital pursuant to Section 6.1, 6.2, and 6.3 hereto. (d) Each Shareholder shall exercise its voting rights in the corporate bodies of the Company in accordance with the Company Growth Principles, provided that, if the Shareholders of a Group vote on a bona fide basis against the acquisition of an Interest in a New Acquisition and, subsequent thereto, in terms of an arbitration decision pursuant to Section 10 of the Subscription Agreement, it is determined that said acquisition is within the Company Growth Principles, no penalty (as referred to in Section 15.7 below) shall attach to the relevant Group or any of the Shareholders within such Group who voted against the acquisition, provided further that the Shareholders of said Group shall, and shall procure that the Directors nominated by it shall, following the arbitration decision, vote in favour of the transfer to the Company of the contribution of the relevant Interest in a New Acquisition, as applicable. (e) The Parties agree that each Shareholder shall have pre-emptive rights to subscribe for newly issued Company Shares (or securities convertible into or exchangeable for Company Shares) in the proportion as may be required in order to maintain the same proportion of the Interest of each Shareholder in the voting and total issued and outstanding share capital of the Company immediately prior to any such issuance of new Company Shares.
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Shareholder decisions. A Shareholder resolution of the Company may only be carried, subject to mandatory provisions of applicable Luxembourg law, the Articles of the Company and the Shareholder Reserved Matters (in which case the relevant majority of Shares of the Company set out in such provisions shall be required), if it is passed by Shareholders holding a majority of the Shares of the Company.
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Shareholder decisions. Any matter which is required by Applicable Law or this Agreement to be approved or decided upon by the Shareholders, and that is not to be decided as a Shareholder Reserved Matter, shall require the approval of a simple majority of the Shareholders (unless a higher threshold is mandated by Applicable Law).
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Shareholder decisions. A Shareholder resolution of ▇▇▇▇▇ may only be carried, subject to mandatory provisions of applicable Irish law, the Constitution of ▇▇▇▇▇ and the Reserved Matters (in which case the relevant majority of Shares of ▇▇▇▇▇ set out in such provisions shall be required), if it is passed by Shareholders holding a majority of the Shares of ▇▇▇▇▇.
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Shareholder decisions. 4.1 The matters contained in part 1 of Schedule 2 must be approved by unanimous agreement of the Shareholders and the matters contained in part 2 of Schedule 2 must be approved by a special resolution of the Shareholders.
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Shareholder decisions. A Shareholder resolution may only be carried: (a) subject to any relevant statute or the general law and clause 6.3, if it passed by a majority of votes entitled to be cast on the resolution; and (b) if the passing of the resolution and the circumstances surrounding it are consistent with the terms of this agreement.
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Shareholder decisions. A Shareholders’ resolution may only be carried: (a) subject to applicable Law and clause 9.4, if it is passed by a majority of votes entitled to be cast on the resolution; and (b) if approved in accordance with clause 9.4, in the event the resolution concerns a Reserved Matter. SCHEDULE 5 RESERVED MATTERS‌‌ 1. Approval of the Business Plan (or any modifications thereto) (including any Strategic Road Map and budget as set out in clause 10) and any new Investment Documentation. 2. Extension of the term of the existing chief executive officer (existing as on the Effective Date) to a period beyond 24 (twenty four) months from the Completion Date. 3. Amend or repeal the articles of association, the memorandum of association or any other constitutional or organizational document of any Group Company or adopt new articles of association or any new constitutional or organizational document, other than changes mandated by any applicable Law. 4. Making any alteration to the general nature or scope of any of the Businesses, or commencement of a new line of business not contemplated in this Agreement. 5. Issue by any Group Company of any Securities, grant any person rights to be issued any Securities or vary or exercise any discretion in relation to the terms of issue of any Securities, other than any issuance expressly provided for and approved in the Business Plan (subject to clause 9.5).
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Related to Shareholder decisions

  • Major Decisions Notwithstanding any other provisions of this Agreement, the Company and/or the Managing Member may not, without the approval of the Non-Managing Member of the Company take any of the following actions or cause Mezz LLC or Property Owner to take any of the following actions (each, a “Major Decision”): (i) borrow money (whether on a secured or unsecured basis, and whether senior, on par or subordinate to the Loans, but excluding trade debt or amend the terms and conditions of any financing of the Company or any of its Subsidiaries, including the Loans, in any material respect or make elections with respect to interest periods, interest rates or other material provisions under any such financing; (ii) lend money (whether on a secured or unsecured basis, but excluding trade debt); (iii) grant any mortgage, security interest or any other lien on any Property or any other assets of the Company or any of its Subsidiaries;; (iv) subject all or any part of any Property to a condominium statute or convert any Property to condominium or cooperative form of ownership; (v) except as otherwise provided herein, sell all or any portion of any Property; (vi) seek or consent to any change in the zoning or other land use regulations affecting any Property or any permits or approvals granted thereunder if such change will materially adversely affect the value of the Property or the rights, interests or obligations of the parties under this Agreement; (vii) rebuild or reconstruct the improvements on the Property if they are substantially damaged by a fire or other casualty, except to the extent the Company or any of its Subsidiaries is required to do so pursuant to the Loan Documents or except to the extent that the cost to rebuild or reconstruct the improvements is less than $1,000,000; (viii) acquire any real property (other than the Property), any direct or indirect interest in real property, or any interest in any Person other than the Subsidiaries; (ix) adopt the annual operating budget of the Company and its Subsidiaries, which must be submitted to the Non-Managing Member for its Approval by November 30 of the preceding year (each such annual budget, as Approved, an “Approved Budget”); (x) incur any single capital expenditure in excess of $50,000, other than capital expenditures which are (i) set forth in an Approved Budget, or (ii) otherwise specifically Approved by the Non-Managing Member; (xi) assign, transfer, pledge, compromise or release any of the claims of or debts or insurance or condemnation proceeds due the Company exceeding $50,000 except in connection with the receipt by the Company of payment in full of such claims or debts; (xii) enter into any lease for a portion of the Property in excess of 25,000 square feet; (xiii) change the Company’s or any Subsidiaries’ accounting method, either for financial or tax reporting purposes or otherwise; (xiv) dissolve the Company or any Subsidiary; (xv) effect any merger, consolidation or restructuring of the Company or any Subsidiary; (xvi) purchase or redeem all or any portion of the limited liability company interest of any Member in the Company, except as provided herein with respect to permitted transfers; (xvii) form, directly or indirectly, any subsidiary other than the Subsidiaries; (xviii) other than in connection with the Loans, sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of any of the Company’s interest in any Subsidiary or permit any Subsidiary to sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of its assets or cause or permit any additional equity interests to be issued by or new members to be admitted to any Subsidiary; (xix) amend or otherwise modify any of the organizational documents of the Company or any Subsidiary in any material respect or take any action which would result in the Company not being able to manage or exercise control over any Subsidiary; (xx) enter into or conduct any business or operations other than in connection with the business of the Company as contemplated by Section 7 hereof or otherwise herein, or take any action which would cause the Company or any Subsidiary to cease being a “special purpose” entity as provided in Section 9(d) above; (xxi) employ any Member or any Affiliate of any Member on behalf of the Company or any Subsidiary or otherwise deal with the Company or any Subsidiary (whether as a buyer, seller, lessor, lessee, manager, broker, agent, furnisher of services, lender or otherwise) and pay to or receive from the Company, its Subsidiaries, any Member and any of their Affiliates any compensation, price, fee, commission or other payment therefore, except as contemplated by this Agreement or as set forth on Schedule D hereto; (xxii) employ any accountants for the Company or any attorneys for the Company (except that the Members specifically approve ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ LLP and Cozen ▇’▇▇▇▇▇▇ being retained as attorneys for the Company and Amper, Politziner, ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Group being retained as accountants for the Company); (xxiii) settle any casualty loss (except to the extent fully covered by insurance less any deductible) or condemnation claim in excess of $250,000; (xxiv) settle any material litigation or threatened litigation, including without limitation that certain litigation regarding the sub-leasehold interest in the Property; (xxv) enter into any material contract or amendment; (xxvi) issue additional equity interests in itself or any Subsidiary; and (xxvii) take any other actions which, pursuant to the terms of this Agreement, require Approval of all of the Members.

  • Shareholders' Approval The Company shall: (a) call a special meeting of the Shareholders (the "Shareholders' Meeting") within 30 days (or such other period as may be required by applicable law) after the S-4 shall have been declared effective by the SEC for the purpose of obtaining the approval of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Shareholder Action"); and (b) recommend that the Shareholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Statute and any other applicable law in connection with the Merger, this Agreement and the Plan of Merger, in each case as promptly as possible. The Company shall prepare and distribute any written notice and other materials relating to the Shareholder Action, including, without limitation, a proxy statement (the "Shareholder Statement"), in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal and state laws relating to the Merger, such Shareholders' Meeting or any other transaction relating to or contemplated by this Agreement (collectively, the "Shareholders' Materials"); PROVIDED, HOWEVER, that Parent and its counsel shall have the opportunity to review all Shareholders' Materials prior to delivery to the Shareholders, and all Shareholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; PROVIDED, FURTHER, HOWEVER, that if any event occurs which should be set forth in an amendment or supplement to any Shareholders' Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal or state laws.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.

  • Shareholders' Agent (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

  • Stockholders Approval This Agreement and the transactions contemplated hereby shall have been approved by the requisite affirmative vote of the holders of the outstanding shares of Seller Common Stock present and voting at the Seller Stockholders Meeting in accordance with applicable law.