Subject Matter of a Corporate Agreement Sample Clauses

Subject Matter of a Corporate Agreement. Correlation between the Articles of Association and a Corporate Agreement Corporate agreement is defined by Article 67.2. of the Civil Code as an agreement under which the participants of the company undertake to exercise their corporate rights in a certain manner or withhold (refuse) from exercising such rights, in particular: to vote in a certain way at the general meeting of participants; to perform in an agreed manner other activities related to the management of the company; to acquire or dispose of shares at a pre-determined price and/or upon occurrence of a certain event; or to abstain from the disposing of shares until the occurrence of a certain event. A corporate agreement, however, may not:
Sample 1
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Subject Matter of a Corporate Agreement. Correlation between the Articles of Association and a Corporate Agreement The definition of the subject matter of a corporate agreement is similar to that stipulated by the JSC and LLC Laws: a corporate agreement is an agreement under which the participants of the company undertake to exercise their corporate rights in a certain manner or withhold (refuse) from exercising such rights, in particular: to vote in a certain way at the general meeting of participants; to perform in an agreed manner other activities related to the management of the company; to acquire or dispose of shares at a pre-determined price and/or upon occurrence of a certain event; or 7The bills being developed by the Ministry of Economic Development can be found at xxx.xxxxxxxxxx.xxx.xx (IDs 00/04-17210/08-14/12-13-4 and 00/04-17128/07-14/12-13-4). 8The so-called law on de-offshorization, under which foreign companies where Russian individuals or legal entities have interests exceeding a certain percentage of the charter, capital will be recognized as controlled and the respective Russian person ascontrolling and, accordingly, obliged to notify the Russian tax authority on participation in the controlled companies. In this case, the profit of a controlled foreign company calculated in accordance with the tax code of the Russian Federation shall be deemed the income of the entity (individual) being the controlling person and taken into account when determining the tax basis of the respective Russian controlling person. to abstain from the disposing of shares until the occurrence of a certain event. A corporate agreement, however, may not: (a) bind the participants to vote in accordance with the instructions of the company's management bodies and (b) determine the structure of the company's bodies and their competence –the respective terms and conditions will in such a case be deemed null and void. At the same time, participants/shareholders of non-public companies (including LLCs and JSCs, whose shares and securities convertible into shares are not placed by public subscription) now enjoy considerable freedom in terms of the contractual regulation of their relations. Firstly, a corporate agreement of a non-public company may provide for the obligations of the parties thereto to vote at the general meeting of participants that provisions altering the structure of the company's bodies and their competence be included in the company’s charter to the extent that changes in the structure of t...
Sample 1

Related to Subject Matter of a Corporate Agreement

  • SUBJECT MATTER OF THE CONTRACT 1. The Landlord undertakes to provide the Accommodated Person with temporary accommodation (one bed) in a furnished single/double/triple room No._███████ in the SH Mladá garda - Račianska 103, 831 012 Bratislava 35 in the academic year _2021/2022 , for the period of 14.02.2022 until the day of the end of the examination time (inclusive) in accordance with the binding time schedule for the academic year _2021/2022 as announced by the Xxxxxx, unless the situation under Article III Paragraph 2 hereof occurs, due to which the accommodation may be terminated earlier. If the Accommodated Person is a doctoral student of the STU, the accommodation shall be provided to him/her until the end of the academic year _2021/2022 .

  • SUBJECT MATTER OF THE AGREEMENT 1.1 The institution shall provide support to the participant for undertaking a mobility activity for [teaching/ training/ teaching and training] under the Erasmus+ Programme.

  • Entire Agreement; No Oral Modification This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto and may not be amended or modified except in a writing signed by both of the parties hereto.

  • Governing Law, Entire Agreement, etc THIS SUPPLEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY DOCUMENT CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). This Supplement, along with the other Loan Documents, constitutes the entire understanding among the parties hereto with respect to the subject matter thereof and supersedes any prior agreements, written or oral, with respect thereto.

  • Entire Agreement; Supersedure This Agreement constitutes the entire agreement of the Members and their respective Affiliates relating to the subject matter hereof and supersedes all prior contracts or agreements with respect to such subject matter, whether oral or written.

  • Entire Agreement; Amendment of this Agreement This Agreement constitutes the entire agreement between the parties with respect to the Funds. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

  • ENTIRE AGREEMENT/MISC This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

  • Entire Agreement of the Parties; Amendments This Agreement and the exhibits hereto constitute and contain the entire understanding and agreement of the Parties respecting the subject matter hereof and cancel and supersede any and all prior negotiations, correspondence, understandings and agreements between the Parties, whether oral or written, regarding such subject matter. No waiver, modification or amendment of any provision of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of each Party.

  • Entire Agreement; Assignment This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

  • ENTIRE AGREEMENT, ETC The Loan Documents and any other documents executed in connection herewith or therewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in Section 27.

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