Shareholder Actions. No person, other than a Trustee, who is not a Shareholder shall be entitled to bring any derivative action, suit or other proceeding on behalf of the Trust. A Shareholder or Shareholders seeking to bring a derivative action must make a pre-suit demand upon the Board of Trustees to bring the subject action and such demand shall not be excused to the maximum extent permitted by Maryland law. The Board of Trustees shall be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim; and the Board of Trustees or a committee thereof shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Board of Trustees determines not to bring such action. The Shareholders shall have no power to vote as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders.
Shareholder Actions. In order to effectuate the provisions of this Article 5, each Shareholder: (a) hereby agrees that when any action or vote is required to be taken by such Shareholder pursuant to this Agreement, such Shareholder shall use its, his or her reasonable best efforts to call, or cause the appropriate officers and directors of the Company to call, a Shareholders Meeting, or to execute or cause to be executed a Written Consent to effectuate such action of the members; (b) shall use its, his or her reasonable best efforts to cause the Board of Directors to adopt, either at a meeting of the Board of Directors or by unanimous written consent of the Board of Directors, all the resolutions necessary to effectuate the provisions of this Agreement; and (c) shall use its, his or her reasonable best efforts to cause the Board of Directors to cause the Secretary of the Company, or if there be no secretary, such other officer of the Company as the Board of Directors may appoint to fulfill the duties of Secretary, not to record any vote or consent contrary to the terms of this Article 5.
Shareholder Actions. (a) In order to effectuate the provisions of this Agreement, and without limiting the generality of Section 2.1, each Shareholder and each Subordinate Shareholder (a) hereby agrees that when any action or vote is required to be taken by such Shareholder or such Subordinate Shareholder pursuant to this Agreement, such Shareholder or such Subordinate Shareholder shall use its best efforts to call, or cause the appropriate officers and directors of the Company to call, one or more Shareholders Meetings to take such action or vote, to attend such Shareholders Meetings in person or by proxy for purposes of obtaining a quorum, or to execute or cause to be executed a Written Consent to effectuate such shareholder action, (b) shall use its best efforts to cause the Board to adopt, either at a meeting of the Board or by unanimous written consent of the Board, all the resolutions necessary to effectuate the provisions of this Agreement and (c) shall use its best efforts, to the extent not in violation of applicable Law, to cause the Board to cause the Secretary of the Company, or if there be no Secretary, such other officer of the Company as the Board may appoint to fulfill the duties of Secretary, not to record any vote or consent contrary to the terms of this Section 2.
Shareholder Actions. Any determination, consent or approval of, or notice or request delivered by, or any other action of, any S Shareholder shall be made by, and shall be valid and binding upon, all S Shareholders, if made by one or more S Shareholders Beneficially Owning a majority of the aggregate amount of the Shareholder Shares Beneficially Owned by the S Shareholders. The Company shall be entitled to demand from time to time and at any time, from the S Shareholders, evidence reasonably satisfactory to the Company of such majority approval before proceeding with the Company’s obligations under this Agreement.
Shareholder Actions. (a) Each Party acknowledges that the Company's bylaws provide for certain notice, quorum and voting requirements for actions taken thereby to be valid and agrees not to take any action inconsistent with such provisions.
Shareholder Actions. In order to effectuate the provisions of this Agreement, each Shareholder (a) hereby agrees that when any action or vote is required to be taken by such Shareholder pursuant to this Agreement, such Shareholder shall use his or its reasonable commercial efforts to call, or cause the appropriate officers and directors of the Company to call, a Shareholders Meeting, or to execute or cause to be executed a Written Consent to effectuate such Shareholder action, and (b) shall use his or its reasonable commercial efforts (consistent with Requirements of Law applicable to the Company, Directors or Shareholders) to cause the Board of Directors to adopt, either at a meeting of the Board of Directors or by unanimous written consent of the Board of Directors, all the resolutions necessary to effectuate the provisions of this Agreement.
Shareholder Actions. Unless otherwise specified herein, the Company shall convene and conduct the meetings of shareholders in accordance with the Companies Act, all other applicable Laws and the provisions of the Articles of Incorporation.
Shareholder Actions. (a) Each Shareholder agrees that in the event of any duly called annual or extraordinary meeting of the holders of Shares called for the purpose of voting on the election of directors or any other matter required to be taken by the holders of Shares, such Shareholder shall appear in person or by proxy at such meeting for the purpose of obtaining a quorum, and shall vote or cause to be voted all Shares directly or indirectly beneficially owned by such Shareholder, either in person or by proxy, at any such meeting in the manner provided pursuant to this Agreement.
Shareholder Actions. (a) In managing your charity’s assets we will, unless otherwise stated, have due regard to the investment objectives and any restrictions in procuring the exercise of any voting rights attaching to the assets of its portfolio. We will ultimately have complete discretion in the exercise of any voting rights attaching to the assets of the portfolio.
Shareholder Actions. The Parties that are shareholders of the Sellers agree to exercise their voting and other governance powers over the Sellers to further the execution, delivery and performance of this Agreement and the consummation of the Equipment Transactions. The Parties that are shareholders in the Sellers agree to cause their representatives on the boards of directors of the Sellers, in a manner consistent with their fiduciary duties under the Companies Act (Japan), to vote and to take other director actions to further the execution, delivery and performance of this Agreement, and the consummation of the Equipment Transactions. The Parties that are shareholders in the Sellers agree to take no action that would cause any representation or warranty of the Sellers contained in Articles 4 or 5 to be untrue. The Sellers and the SanDisk Parties shall provide reasonable cooperation to Toshiba in connection with the lease arrangements described in Section 3.6 above.
