Action by the Shareholders Sample Clauses

Action by the Shareholders. At any duly called or held meeting of the shareholders at which a quorum is present, the shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote who are present in person or by proxy, except where a larger proportion or number is required by the Articles of Incorporation or by applicable law. In any case where a class or series of shares is entitled by the Minnesota Business Corporations Act, the Articles of Incorporation, or the terms of the shares to vote as a class or series, the matter being voted upon must also receive the affirmative vote of the holders of a majority of the voting power of the shares of that class or series who are present in person or by proxy, except where a larger proportion or number is required by the Articles of Incorporation or applicable law.
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Action by the Shareholders. (a) No Shareholder or group of Shareholders acting independently of the Management Board has the power to bind JVCO. A special meeting of the Shareholders may be called at any time by a majority of the Management Board, the Chief Executive Officer or by one or more Shareholders upon not less than ten Business Days’ prior written notice (which may be electronic) to each Shareholder, which notice shall state the purpose or purposes for which such special meeting is being called; provided, however, that such notice may, as to any Shareholder, be waived in writing by such Shareholder. No business may be transacted at such special meeting other than the business specified in the notice to the Shareholders. JVCO shall use reasonable efforts to schedule meetings of Shareholders at such places and times based on the reasonable availability of the Shareholders such that all Shareholders may participate in all meetings of Shareholders. At all meetings of Shareholders of JVCO, the holders of at least a majority of the Shares entitled to vote thereat, present in person or by proxy, will be required for and will constitute a quorum for the transaction of business; provided, however, that a quorum for any meeting at which the Shareholders will vote on any items requiring Shareholder Approval pursuant to Section 3.10(b), shall equal holders of at least two-thirds of the Shares entitled to vote thereat, present in person or by proxy. In the absence of a quorum, the holders of a majority of the Shares present at the meeting may only adjourn the meeting from time to time. At any such adjourned meeting at which a quorum will be present, any business may be transacted that might have been transacted at the meeting as originally called. Notice of the adjourned meeting will be given to each Shareholder setting forth a time and place for the reconvening of the original meeting and observing a notice period of not less than ten Business Days. In the event of two consecutive duly called special meetings at which a quorum has not been established, the quorum at the next special meeting shall be the presence, in person or by proxy, of the holders of 50% or more of the Shares entitled to vote thereat.
Sample 1
Action by the Shareholders. (a) At all meetings of shareholders of the JVCO, whether annual or extraordinary general meetings, the holders of a majority of the Shares entitled to vote thereat, present in person or by proxy, will be required for and will constitute a quorum for the transaction of business. In the absence of a quorum, the holders of a majority of the Shares present at the meeting may only adjourn the meeting from time to time. At any such adjourned meeting at which a quorum will be present, any business may be transacted which might have been transacted at the meeting as originally called. Notice of the adjourned meeting will be given to each shareholder.
Sample 1
Action by the Shareholders. (a) At all meetings of shareholders of the JVCO, whether annual or special, the holders of a majority of the Shares entitled to vote thereat, present in person or by proxy, will be required for and will constitute a quorum for the transaction of business. In the absence of a quorum, the holders of a majority of the Shares present at the meeting may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum will be present, any business may be transacted which might have been transacted at the meeting as originally called. Notice of the adjourned meeting will be given to each Shareholder. Notwithstanding the foregoing, the Shareholders acknowledge that for so long as Huawei Holding and 3Com Technologies, together with their respective Affiliates, each own at least 49% of the Net Outstanding Shares, the presence in person or by proxy of both Huawei Holding and 3Com Technologies shall be required to constitute a quorum.
Sample 1
Action by the Shareholders. The Shareholders hereby irrevocably authorize and appoint the Representative as their agent and attorney who may on behalf of the Shareholders make any amendments or modifications of this Agreement and all other agreements and documents contemplated hereby and to waive inaccuracies of representations and warranties or performance or compliance with any of the provisions herein contained that such agent believes in such agent's sole discretion, to be in the best interest of the Shareholders.
Sample 1
Action by the Shareholders. No action by the Shareholders shall be taken without the vote of the Shareholders holding at least a majority of the Shares of the Voting Common Stock of the Company; provided, however, that the following matters will require the approval of the Shareholders holding at least 66-2/3% of the Shares of Voting Common Stock:
Sample 1
Action by the Shareholders. (a) Amyris and XXXX USA acknowledge and agree that the Share A and Preferred Shares shall be held by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement. Prior to the occurrence of a Fundamental Amyris Change, Xxxxxx shall (i) be entitled to exclusively direct the Escrow Agent to vote the Share A in any manner that Xxxxxx chooses (including with respect to the Amyris Directors), and XXXX and XXXX USA shall recognize such vote as the vote of Xxxxxx; and (ii) also have the right to receive notice of and to attend and participate (but not vote except by instructing the Escrow Agent to vote) in all meetings of Shareholders. Upon the occurrence of a Fundamental Amyris Change, Xxxxxx shall no longer have the right to direct the voting of the Share A; provided, however, that should XXXX USA elect in its discretion to rescind its purchase rights, then upon the delivery by XXXX USA of the rescission notice contemplated by article 9.3(c)(ii) of the Articles of Association to the Escrow Agent with a copy to Xxxxxx and subject to Xxxxxx’ compliance with the terms and conditions of article 9.3(c)(ii) of the Articles of Association, Xxxxxx shall again be entitled to exclusively vote, or direct the voting of, the Share A in any manner that Xxxxxx chooses (including with respect to the Amyris Directors). Upon the occurrence of a Fundamental Amyris Change, and provided that XXXX USA has not delivered the rescission notice contemplated by article 9.3(c)(ii) of the Articles of Association to the Escrow Agent with a copy to Xxxxxx, XXXX USA shall be entitled to exclusively vote, or direct the voting of, the Share A in any manner that XXXX USA chooses, subject to Section 3.09.
Sample 1
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Action by the Shareholders. Notwithstanding Section 2.04(c), the following matters will require the affirmative approval of each of (i) the DLJMB Entities for so long as the Percentage Ownership of the DLJMB Entities equals or exceeds 331/3% of their Initial Ownership of Common Stock on a Fully Diluted Basis (ii) the CVC Entities for so long as the Percentage Ownership of the CVC Entities equals 331/3% of their Initial Ownership of Common Stock on a Fully Diluted Basis and (iii) the MMI Entities for so long as the Percentage Ownership of the MMI Entities equals or exceeds 331/3% of their Initial Ownership of Common Stock on a Fully Diluted Basis:
Sample 1

Related to Action by the Shareholders

  • Indemnification by the Shareholders In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Indemnification by the Shareholder Each Shareholder will, and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company within the meaning of the Securities Act and Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Shareholder for use in the preparation of such Registration Statement or amendment thereto or Prospectus or supplement thereto; provided, however, that the Shareholder shall not be liable to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, or controlling person and shall survive the transfer of such securities by the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Shareholder from the sale of the Registrable Securities giving rise to such indemnification obligation.

  • Indemnification by the Stockholders The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

  • Action by the Company The Company shall act only by or under the authority of its Member.

  • Termination by the Purchaser This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.

  • Indemnification by the Stockholder In connection with any offering (including any Disposition) in which the Stockholder is participating pursuant to Article IV or Article V, the Stockholder agrees to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) from and against any and all Liabilities arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading to the extent such Liabilities arise out of or are based upon written information furnished by the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation of, the Disclosure Package, the Registration Statement, the Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Stockholder in the transaction giving rise to such Liability.

  • Action by the Partners A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners. The notice shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven days nor more than 30 days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of the Limited Partners or of the Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.1.

  • Indemnification by the Sellers Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.

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