ASSEMBLY OF THE SHAREHOLDERS Sample Clauses

ASSEMBLY OF THE SHAREHOLDERS. A regularly constituted Assembly represents all the Shareholders and their decisions made in accordance with the law, and the present Corporate By-Laws shall be binding for all Shareholders. The Assembly shall be considered Ordinary and Extraordinary in accordance with the law and shall be convened even outside the legal offices of the Corporation, as long as it takes place within the territory of the Republic of Italy, at least 15 (fifteen) days prior to the Assembly, in the manner established by Article 2366 of the Civil Code. The meeting announcement may also establish a different day for the second convocation. The Ordinary Assembly must be called at least once per year for the approval of the Balance Sheet, within four months of the closing of the fiscal year of the Corporation. The Ordinary Assembly for the approval of the balance sheet may be called within six months from the closing of the Fiscal Year if special needs so require; the nature and composition of these needs must be established by the Board of Directors with a specific decision, before the expiration of the ordinary term to convene the Ordinary Assembly of Shareholders. The Assembly shall also be convened by the Chairman of the Board when a request has been made by a majority of the Board Members, or by enough Shareholders to represent at least 1/6 (one sixth) of the Corporate Capital. The Assembly may grant the Board of Directors the right to increase the Corporate Capital, in the manner and in accordance with the terms established by Article 2443 of the Civil Code. Ordinary and extraordinary assemblies are also validly and regularly constituted if they take place with participations from several places, related by audio/video, provided that: the Chairman of the Assembly is allowed to verify the identity and legitimate status of the participants, to regulate the course of the meeting, to find and announce the results of voting; it is possible for the person who draws up the minutes to hear the events of the meeting which are entered in the minutes; the participants are allowed to take part in the discussion and simultaneous voting on the items on the agenda; the notice of invitation (except in full assembly) indicates the audio/video places linked by the company, in which the participation may take place, considering the meeting held at the place where the president and the person who draws up the minutes are found.
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Related to ASSEMBLY OF THE SHAREHOLDERS

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Covenants of the Shareholders Each Shareholder hereby covenants and agrees that:

  • Covenants of the Selling Shareholders Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows:

  • Covenants of the Stockholders Each of the Stockholders, severally and not jointly, agrees as follows:

  • The Shareholders Each Shareholder represents and warrants to the Company and the other Shareholders, as of the date of this Agreement, as follows:

  • Agreements of the Selling Stockholders Each Selling Stockholder agrees with you and the Company:

  • Further Agreements of the Selling Shareholders Each of the Selling Shareholders covenants and agrees with each Underwriter that:

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

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