The General Meeting Sample Clauses

The General Meeting of Shareholders shall elect the Board of Directors. When electing members of the Board of Directors, each shareholder shall have the number of votes equal to the number of votes carried by the shares he owns multiplied by the number of members of the Board of Directors being elected. The shareholder shall distribute the votes at his own discretion, giving them to one or several candidates. The candidates who receive the largest number of votes shall be elected. If the number of candidates who received the equal number of votes exceeds the number of vacancies on the Board of Directors, a repeat voting shall be held in which each shareholder may vote only for one of the candidates who received the equal number of votes. The proceedings of the Board of Directors shall be established in the Work Regulations of the Board of Directors adopted thereby.
The General Meeting of Shareholders shall fix the salary, the "tantieme", if any, and the further terms of employment of the Managing Directors. OFFICERS OF THE COMPANY HOLDING POWERS OF PROCURATION
The General Meeting. The Notice of General Meeting, at which the Acquisition Resolution summarised below will be proposed, is set out at the end of this Circular. The Acquisition Resolution is required in order to enable the Company to implement the Acquisition and, accordingly, the Acquisition is conditional on the Acquisition Resolution being passed. The full text of the Acquisition Resolution is set out in the Notice of General Meeting.The Acquisition Resolution proposes that the Acquisition be approved and that the Directors be authorised to take all steps and enter into all agreements and arrangements necessary, expedient or desirable to implement the Acquisition.The Acquisition Resolution will be proposed as an ordinary resolution. The Acquisition Resolution must be approved by Shareholders who together represent a simple majority of the Ordinary Shares being voted (whether in person or by proxy) at the General Meeting.
The General Meeting of Shareholders may determine that payment on shares may be made in kind. Pre-emptive right Article 7 Upon the issue of shares and upon the transfer of shares held by the Company in its own capital, the shareholders shall have a pre-emptive right pro rata to the number of shares held by each shareholder. The shareholders shall not have a pre-emptive right in those cases in which they are denied this right by provisions of peremptory law. Acquisition and withdrawal of shares Article 8 1. The acquisition by the Company of partly-paid shares in its own capital is null and void. 2. The Company may acquire fully paid shares in its own capital, but either for no consideration or if: a. its shareholders' equity, reduced by the acquisition price, is not less than the paid-up share capital together with the amount of such reserves as it is required to maintain by law or by these Articles of Association; and b. the nominal value of the shares to be acquired and the shares in its capital already held by the Company and its subsidiaries does not exceed one half of the issued capital of the Company. The validity of an acquisition shall be decided on the basis of the shareholders' equity of the Company as shown in its most recently adopted balance sheet, less the aggregate of the acquisition price of shares in the capital of the Company and distributions of profits or reserves to third parties which became due by the Company and its subsidiaries after the balance sheet date. In the event that more than six months of a financial year have passed without the annual accounts having been adopted, the Company shall not be allowed to acquire its own shares in accordance with this Article. In this Article the term shares shall also include receipts thereof. 3. The preceding paragraphs of this Article 8 shall not apply to shares which the Company shall acquire by universal succession of title. 4. Loans with a view to the taking or acquiring of shares in its capital may be granted by the Company up to the amount of its distributable reserves. 5. The General Meeting of Shareholders may decide to reduce the issued capital by withdrawing shares or by reducing the amount of shares by alteration of the Articles of Association. This resolution should designate the shares to which the resolution relates and it should regulate the implementation of the shares. The sum of the paid and called-up part of the capital may not be less than the minimum capital prescribed at the time of the res...
The General Meeting. The General Meeting has been convened for 11.15 a.m. on 18 October 2011, or as soon thereafter as the Court Meeting has concluded or been adjourned, to consider and, if thought fit, pass the Resolution (which requires votes in favour representing at least 75 per cent. of the votes cast) to:
The General Meeting. The General Meeting, duly called and legally convened, represents all of the shareholders and exercises the functions corresponding to it within the company. Its resolutions, adopted pursuant to the General Meeting Regulations and the By-laws, are binding on all shareholders, without prejudice to their legal right to separation. The General Meeting has the power to adopt all resolutions specific to its status as the company’s sovereign body. In particular, and without limitation, it is responsible for: o Approving the company’s individual and consolidated financial statements, its management by the Board of Directors, and the proposed allocation of profits. o Appointing and removing directors, ratifying, as necessary, their appointment by co- optation, and appointing and reappointing the auditors. o Approving plans or authorizing transactions involving treasury stock. o Approving the establishment of remuneration systems linked to the share price for directors. o Resolving to issue debentures, increase or reduce share capital, change the legal form, merge, spin off or wind up the company, and make any amendment to the By-laws.o Authorizing the Board of Directors to perform a capital increase pursuant to the provisions of the LSC. o Approving operations whose effect would be equivalent to the modification of the company’s corporate purpose. Following the amendment approved by Act 31/2014 of 3 December, the LSC has increased the number of matters reserved to the General Meeting, which include, on a general basis, the acquisition, disposal or contribution of essential assets to another company (art. 260.f) LSC) and, in the specific case of listed companies, the transfer to subsidiaries of essential activities previously carried out by the company itself; transactions whose effect is equivalent to the liquidation of the company; and approval of the directorsremuneration policy (art. 511 bis LSC).Furthermore, all capital companies will be governed by the rule contained in art. 161 LSC, previously reserved to limited liability companies, whereby the General Meeting may participate in management matters (giving instructions to the management body or presenting for its authorization the adoption of decisions or resolutions on certain management matters). The rules on the organization and functioning of the General Meeting are contained in the By-laws (art. 11 through 18) and in the General Meeting Regulations. For some time now, resolution proposals have been pu...
The General Meeting. A notice convening the General Meeting, to be held at The Blueprint Design Company Limited, Martins Barn, Birdham Road, Chichester, West Sussex PO20 7BX at 11.00 a.m. on 2 November 2020 is set out at the end of this document. At the General Meeting, the Resolutions will be proposed to grant the Directors the authority to allot the Conditional Placing Shares and Open Offer Shares. Resolution 1 – Authority to allot the Conditional Placing Shares for cash free of pre-emption rightsThe Directors require the authority of Shareholders to allot the Conditional Placing Shares for cash free of the statutory pre-emption rights contained in section 561 of the Act. Accordingly, Resolution 1 as set out in the Notice of General Meeting authorises the Directors to allot new Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to an aggregate nominal amount of £307,709.85 in connection solely with the allotment of the Conditional Placing Shares and to do so for cash free of statutory pre-emption rights. Resolution 1 will be proposed as a special resolution and will therefore require not less than 75 per cent. of the votes cast to be in favour. This authority, if granted, will be in addition to any existing authorities to allot new Ordinary Shares free of pre-emption rights granted to the Directors prior to the date of this document which will continue in full force and effect whether or not the Placing is effected. This authority will expire on the date falling six months from the passing of the Resolution and cannot be used for any other purpose.Resolution 2 – Authority to allot the Open Offer Shares for cash free of pre-emption rightsThe Directors also require the authority of Shareholders to allot the maximum number of Open Offer Shares for cash free of the statutory pre-emption rights contained in section 561 of the Act.Accordingly, Resolution 2 as set out in the Notice of General Meeting authorises the Directors to allot new Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to an aggregate nominal amount of £40,387.41 in connection solely with the allotment of the Open Offer Shares and to do so for cash free of statutory pre-emption rights.Resolution 2 will be proposed as a special resolution and will therefore require not less than 75 per cent. of the votes cast to be in favour. This authority, if granted, will be in addition to any existing authorities to allot new Ordina...
The General Meeting. 1. Each of the Clusters Participants shall be entitled to identify one person to the General Meeting.
The General Meeting of Members of the Cooperative has unanimously approved the establishment of subject pledge in favour of the Pledgee, all in accordance with the Articles of Association, as is evidenced by a written resolution, dated November 12, 2009, a copy of which is attached to this Deed (Annex 4).
The General Meeting of shareholders shall be competent to subject in a resolution of the Board to that effect clearly described resolutions of the Managing Board to its approval or authorization. Without prejudice to the provision laid down in the preceding sentence, the Managing Board shall require the authorization or approval of the General Meeting of shareholders for resolutions of the Managing Board, the subject matter of which is: