Shareholders' Actions. 16. If any vote, consent, or other action on the part of the Shareholders of the Corporation is necessary to remove a legal impediment that would otherwise prevent the performance by the Corporation of any one or more of its obligations under this Agreement, each of the Shareholders agrees to supply the vote or consent. Each of the Shareholders hereby authorizes and directs his or her heirs, executors, administrators, and assigns to execute any and all instruments and to take any and all further action necessary or desirable for the purpose of carrying out the provisions of this Agreement. Without limitation on the foregoing, the Shareholders specifically agree for themselves and their heirs, administrators, successors, and assigns to take appropriate action as Shareholders of the Corporation to reduce the stated capital of the Corporation and to cause the Corporation to write up to fair market value any or all of its physical assets if either or both of these actions are necessary or desirable to make lawful the purchase by the Corporation of its own shares pursuant to the provisions of this Agreement.
Shareholders' Actions. Each Shareholder agrees that he will vote all of the Shares then owned by such Shareholder in favor of the approval and adoption of this Agreement.
Shareholders' Actions. In order to effectuate the provisions of this Section 6, each Shareholder hereby agrees that, when any action or vote is required to be taken by such Shareholder pursuant to this Agreement, such Shareholder shall use its reasonable best efforts to call, or cause the appropriate officers and directors of the Company to call, a Shareholders' Meeting or to execute or cause to be executed a Written Consent pursuant to Section 615 of the NYBCL to effectuate such Shareholder action. Further, each Shareholder shall use its reasonable best efforts to cause the Board of Directors to adopt, either at a meeting of the Board of Directors or by unanimous written consent of the Board of Directors pursuant to Section 708 of the NYBCL, all the resolutions necessary to effectuate the provisions of this Agreement.
Shareholders' Actions. Wherever an act under the Agreement is required to be done by the Shareholders as a group or a waiver is to be granted by the Shareholders as a group, the signatures of one (1) out of the two (2) Shareholders shall constitute action for or on behalf of all of the Shareholders.
Shareholders' Actions. The manner and form by which the Shareholders shall decide upon any new agent and attorney-in-fact shall be decided solely by the former holders (or the personal representatives thereof) of at least 51% of the Shares outstanding immediately prior to the Closing Date. The Shareholders recognize, and hereby acknowledge, that the Shareholders' Agent has an interest in the subject matter of this Agreement and that the appointment of such Agent [which shall include any person who becomes the Shareholders' Agent pursuant to the provisions of the subparagraph B above] as the Shareholders' Agent constitutes an irrevocable power-of-attorney coupled with an interest.
Shareholders' Actions. 15 SECTION 4.6 WRITTEN RESOLUTIONS......................................................................... 16 SECTION 4.7 REMUNERATION................................................................................ 16 SECTION 4.8
Shareholders' Actions. (a) Any Shareholder or group of Shareholders (except Non-Voting Ordinary Shareholders) with a Voting Shareholding Percentage of 10% or more, or a quorum of the Board of Directors of the Company, may call a meeting of the Shareholders at any time. Written notice of the date, time and place of each meeting shall be given to each director of the Company and Shareholder at least 10 Business Days prior to such meeting, specifying the purpose of such meeting; provided, however, that subject to applicable law, such 10-Business Day notice requirement may be waived by a unanimous vote in a particular case. Notice of the meeting shall be given by the Shareholders calling the meeting or the Board of Directors. Subject to Section 4.6 below, any Shareholder or representative of a Shareholder may participate in a meeting of the Shareholders by means of telephone conference or similar communication equipment whereby all persons participating in such meeting can hear each other. Participation in a meeting in such manner shall be deemed to constitute presence in person at such meeting, including for purposes of a quorum and voting.
Shareholders' Actions. (a) The Shareholders shall procure JV Co 4 to engage a Hong Kong company secretary satisfactory to each Shareholder to complete any and all procedures required for the JV Co 4 Establishment Transactions and shall cause such company secretary to, immediately upon or as soon as practicable after the JV Co 4 Closing, deliver to the Shareholders documents in respect of the their respective shareholding in JV Co 4 (including without limitation, share certificate, copies of register of members and register of directors).
Shareholders' Actions. Each of the Shareholders undertakes to each other of them that notwithstanding any other provisions herein, it will procure or vote to remove any person nominated by it as Director, if such nominee shall become liable to be removed or disqualified as Director in accordance with the provisions of this Agreement, the Articles or the applicable laws. The provisions of this Clause 4.10 shall not be interpreted as derogating from a Shareholder's right to appoint a Director in place of the removed or disqualified Director in accordance with the terms of this Agreement.
