Shareholders Decisions Clause Samples
Shareholders Decisions. (a) Any decision that is required to be taken by the Shareholders under applicable Law, shall be taken in accordance with the Articles of Incorporation and the applicable Law. In particular, pursuant to the Articles of Incorporation, and except as otherwise provided by the applicable Law, any decision of the Shareholders (other than with respect to any Key Shareholders’ Decision as set forth below) shall be taken by a simple majority vote of the Shareholders present or represented (a "Shareholders’ Simple Majority") at a duly convened meeting of Shareholders at which all of the Shareholders shall be present or represented upon the first convening and at least 50% of the Shareholders shall be present or represented upon any subsequent convening on the same agenda, unless the applicable Law provides for a greater quorum or vote. For the avoidance of doubt, the following actions shall require the approval of a Shareholders’ Simple Majority: appointment and removal of the CEO, President and Directors (except that no Director may be removed if the Party entitled to nominate such Director does not affirmatively vote in favor of such removal); approval of the annual report and accounts, including the allocation of the financial results; appointment and removal of the statutory auditors; and any other decision required to be taken at a meeting of Shareholders under applicable Law. Notwithstanding the foregoing, any decision of the Shareholders in respect of a Key Shareholders’ Decision must be approved by the unanimity of the Shareholders, as long as Stellar holds at least 25% of the Securities issued by the Company:
(i) any significant change in the Purpose of the Company;
(ii) any change of the nationality of the Company;
(iii) any merger or de-merger (scission), sale or contribution of part or all of the business, spin-off transaction or similar reorganization of the Company;
(iv) dissolution, winding-up or liquidation of the Company;
(v) any listing or public offering of Securities and any amendments to the articles of association / by-laws;
(vi) any redemption, transfer or cancellation of the Securities.
(b) Neovacs and Stellar hereby undertake to vote in favor of all the decisions to be made by the Shareholders which have been previously approved by the Board of Directors in accordance with the provisions set forth in Sections 3.3 and 3.4 above.
Shareholders Decisions. A resolution of the relevant Shareholders may only be carried:
(a) subject to any relevant statute or the general law and clause 5.4, 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.
Shareholders Decisions. Subject to Clause 5.5.3, except in the cases where the law or the Articles of Association provide more stringent provisions, decisions by the shareholders’ meeting of the Company are taken by the majority of votes in each class of voting shares taking part at the voting, irrespective of the number of voting shares present at the meeting. In the event that the law provides for a specific majority or quorum, such specific majority or quorum shall be required in each class of voting shares, without prejudice to the specific rights of the non-voting shares under applicable law. An abstention shall be considered as a negative vote.
3.1 Increase of the Capital of the Company at Closing At Closing, the Capital of the Company shall be increased by way of contributions in cash, in kind or a combination of cash and kind as set out hereafter (the “Capital Increase”). The amount of the Capital Increase and its structure (cash, kind or combination of both) shall be determined by the Manager of the Company, depending on the Company’s needs, but subject to the limitations set out in Clauses 2.3.1(i) and 2.3.2(i).
3.1.1 In case the Capital of the Company shall be increased by way of contributions in cash, 20% of the Capital Increase will be subscribed and paid up by Shurgard and the remaining 80% by Luxco. Class A Shares will be issued to Shurgard and Class B Shares will be issued to Luxco.
3.1.2 In case the Capital of the Company shall be increased by way of contributions in kind, the Capital Increase shall be subscribed and paid up by the Parties as follows: Shurgard irrevocably undertakes to contribute the SPV Shares listed in Schedule 3.1 at the net book value of such companies, as defined according to US GAAP, increased by any losses accrued in the Special Purpose Vehicles prior to the contribution, to the Capital of the Company. In consideration for this contribution, Shurgard shall be issued fully paid Class A Shares and Class B Shares of EUR 100 each. After such contribution, the total Class A Shares and Class C Shares shall represent 20% of the Capital of the Company and the Class B Shares shall represent 80% of the Capital of the Company. The Parties acknowledge and accept that Schedule 3.1 may be updated at any time until Closing to include additional SPV Shares which will be contributed to the Company at Closing depending on which of the Properties underlying the Special Purpose Vehicles have met the Investment and Operating Criteria at that date.
3.2 Acquisit...
Shareholders Decisions. There are no decisions of the general meeting of shareholders of Company, the meeting of holders of priority shares or of any other corporate body thereof, which have not been fully carried out.
Shareholders Decisions