Shareholders Resolutions definition

Shareholders Resolutions means, collectively, the CLS Shareholders Resolution I, the CLS Shareholders Resolution II, the CLS 2 Shareholders Resolution I and the CLS 2 Shareholders Resolution II.

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Shareholders Resolutions has the meeting set forth in Section 2.01.

Shareholders Resolutions shall have the meaning set forth in Section ‎6.1(a) hereof.

Examples of Shareholders Resolutions in a sentence

• For the avoidance of doubt, this acknowledgement and waiver does not affect the right that any Sponsor will have to receive payments of such Escrow Account in their capacity as grantors of advances for future capital increases in benefit of the Company in the event the Initial Business Combination is completed and after any holders of any Series A Shares so electing are reimbursed and repaid as provided in the Shareholders Resolutions.

• The Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the adoption and approval of the Shareholders Resolutions and, without limitation of the foregoing shall engage a proxy solicitation firm in the U.S. whose identity shall be coordinated with the Investors, in order to solicit the votes of shareholders of the Company in favor of the Shareholders’ Resolution.

• If a Shareholders Resolutions Step-Up and, subsequently, a Shareholders Resolutions Step-Down occur before the same next Interest Payment Date, the interest rate shall neither be increased as a result of either such event.

• If following a Shareholders Resolutions Step-Up, the Change of Control Resolutions have been approved and filed with the Clerk of the Commercial Court, the then prevailing Interest Rate shall be decreased by 0.50 per cent (50 basis points) until the last day of the Interest Period during which the Change of Control Resolutions were approved and filed with the Clerk of the Commercial Court pursuant to Article 556 of the Belgian Companies Code (the Shareholders Resolutions Step-Down).

• The TRBT Shareholders further covenant and warrant that they will physically deliver assignment of their proof of payment of capital of each of the shareholders at closing and provide the Company at closing with TRBT’s adopted Board of Shareholders Resolutions showing that 80% of TRBT capital contributions are deemed transferred to the Company as set-out in Schedule A in exchange for the designated shares of the Company Common Stock.

More Definitions of Shareholders Resolutions

Shareholders Resolutions means the resolutions of the general meeting of shareholders of the Company taken on 3 March 2022 and approving, among other things, the Plan, and listed under the heading Shareholders Resolutions in paragraph 2 of Schedule 3 (Documents).

Shareholders Resolutions has the meaning ascribed to that term in Clause 7(a).

Shareholders Resolutions means (i) the resolutions of the Issuer’s general meeting of shareholders set out in the extract from the minutes of its meeting held on 20 January 2014, including a resolution to appoint a pricing committee (the “Pricing Committee”) and to delegate to the Pricing Committee the authority to determine the number of and issue price for the Registration Shares, subject to certain conditions, (ii) the written resolutions of the Class A shareholders dated 20 January 2014, including a resolution to approve the IPO, (iii) the resolutions of the Issuer’s combined general meeting of shareholders set out in the extract from the minutes of its meeting held on 27 January 2014, including a resolution to designate the Issuer’s management board as the corporate body authorised to resolve to issue ordinary shares in the Issuer’s capital up to a maximum of USD 115 mio (the “Issue Authorisation Maximum”) and to exclude all pre-emptive rights in respect thereof, and (iv) the resolutions of the Issuer’s meeting of Class A shareholders set out in the extract from the minutes of its meeting held on 27 January 2014, including a resolution to designate the Issuer’s management board as the corporate body authorised to resolve to issue ordinary shares in the Issuer’s capital up to the Issue Authorisation Maximum and to exclude all pre-emptive rights in respect thereof. Capitalised terms used in this definition but not defined herein shall have the meaning as described thereto in the Underwriting Agreement;

Shareholders Resolutions means (i) the resolutions of the Issuer’s general meeting of shareholders set out in the extract from the minutes of its meeting held on 20 January 2014, including a resolution to appoint a pricing committee (the “Pricing Committee”) and to

Shareholders Resolutions the special resolutions of the Shareholders passed at the EGM to approve the creation and issue of the Warrants and the Warrant Shares to the Subscriber;

Shareholders Resolutions means the equity interest holders resolutions of Ultrachem Costa Rica and the shareholders resolutions of Ultrachem Guatemala by which, among others: (i) the bylaws of Ultrachem Costa Rica and Ultrachem Guatemala are amended; (ii) the resignation and appointment of directors, officers and managers is approved, and (iii) certain powers of attorney are revoked and granted. “Solvent” means, with respect to any Person on a particular date, that on such date: (a) the fair value of the property of such Person is greater than the total amount of its liabilities, including contingent liabilities, and (b) the present fair value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. “Specified Escrow Amount”, has the meaning set forth in Section 2.2(b)(ii) of this Agreement. “Subsidiaries”, has the meaning set forth in Section 4.4 of this Agreement. “Supplier Contact Plan”, has the meaning set forth in Section 6.13 of this Agreement. “Target Net Working Capital”, means U.S. $10,850,000.00 (ten million eight hundred fifty thousand 00/100 Dollars). “Target Net Working Capital Holdback Amount”, has the meaning set forth in Section 2.2(b)(iv) of this Agreement. “Tax” or “Taxes”, means (i) any and all taxes, assessments, fees and other governmental charges of any kind imposed by any Governmental Authority, including income, profits, minimum, ad valorem, real property (including assessments, fees or other Exhibit 2.1

Shareholders Resolutions duly adopted resolutions of the Shareholder, adopting the Seller Documents and the Contemplated Transactions in accordance with applicable Law regarding the sale of assets other than in the ordinary course of business and, if required by applicable Law, approving the name change contemplated by Section 5.5. “Software”—all computer software and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto or associated therewith.