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.

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. (b) JVCO shall use reasonable efforts to schedule general meetings of Shareholders at such places and times based on the reasonable availability of all Persons with Meeting Rights such that all Persons with Meeting Rights may attend and participate in all general meetings of Shareholders.

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: (a) any sale greater than $25,000 of assets outside the ordinary course of business, consolidation, merger, liquidation, or dissolution (subject to ASC’s rights in the event of a default under the ASC Loan); (b) incurrence of debt (other than trade payables in the ordinary course of business) greater than $50,000, subject to ASC’s right to refinance the ASC Loan with a third party; (c) granting security interests in or mortgages of Company’s assets involving more than $50,000; (d) approving or amending annual business plans (including plans for realizing cross-selling synergies); (e) approving or amending annual operating and capital expenditure budgets for Year 3 and beyond; (f) transactions between the Company and a Shareholder or an Affiliate of a Shareholder, except for the purchase of materials or services from the parties (or their Affiliates) at normal or standard market prices or terms; (g) any change to the Agreed Year 1 and Year 2 Plans and Budget; provided, that any such change will require the agreement of the holders of not less than 90% of Voting Common Stock of the Company if SGS has converted the ASC Loan to equity; (h) issuance of any stock that would dilute the aggregate ownership interest of the Minority Shareholders; (i) any increase or decrease in the fixed amount of five (5) Directors as set forth in Section 2.1(a) of this Agreement; (j) any increase or decrease in the number of authorized shares of Voting and Non-Voting Common Stock; (k) creation of any new series or class of stock or creation of any bonds, notes or other obligations convertible into, exchangeable for or using option rights to purchase shares of stock of the Company; (l) issuance of any of the authorized but unissued shares of Voting and Non-Voting Common Stock; or (m) reclassification, alteration or change of the rights, preferences or privileges of the Voting and Non-Voting Common Stock or any other class or series of shares so as to materially and adversely affect any of the Shares of the Shareholders; (n) any material reorganization of the Company, including the transfer of significant operations or assets into subsidiaries or similar change in op...

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.

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: (i) any issuance of any equity security by, or the reduction of capital of, the Company or FM Holdings; (ii) any material change in the nature of the business of the Company and its Subsidiaries; (iii) any amendment to the certificate of incorporation or bylaws of the Company or any adoption of or amendment to the certificate of incorporation or bylaws of any Subsidiary; (iv) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company or any Subsidiary; (v) except as provided in Section 4.04, any purchase, disposal or distribution of assets having a value in excess of $50,000,000 provided that the approval of the CVC Entities shall not be required for any transaction involving the acquisition of Laminex (Australia) Pty. Ltd. or any assets related to the Laminex business; or (vi) except as provided in Section 4.04, any material transaction between the Company, on the one hand, and any Institutional Shareholder or its Affiliates, on the other hand, that is not on an arms-length basis, it being understood that ordinary course investment banking transactions that are on terms not in excess of market terms and that are not objected to by any Institutional Shareholder shall be considered on an arms-length basis.

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. (b) If a Fundamental Decision has been approved by the Board in accordance with Section 3.15(a)(iii), each Shareholder hereby agrees to vote all Shares held by such Shareholder and its Affiliates in favor of such Fundamental Decision, including by way of execution of any action by written consent.

Related to Action by the Shareholders

Indemnification by the Shareholders The Shareholders severally (and not jointly) shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (a) any Breach by the Shareholders of any representation or warranty of the Shareholders contained in this Agreement or any other Transactional Agreement; (b) any Breach of any covenant of the Shareholders contained in this Agreement or any other Transactional Agreement; and (c) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clauses "(a)" or "(b)" above (including any Proceeding commenced by any Purchaser Indemnitee for the purpose of enforcing any of its rights under this Section 6). The Purchaser Indemnitees shall not be entitled to indemnification pursuant to the provisions of this Section 6.2 until the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties pursuant to this Section 6.2 (and excluding any Damages arising pursuant to Section 6.3 below)) exceeds $100,000 (the "Basket Amount") (it being understood and agreed that the Basket Amount is intended as a deductible, and the Shareholders will not be liable for the first $100,000 of Damages for which the Purchaser Indemnitees are entitled to indemnification). Notwithstanding the foregoing, no Basket Amount shall apply to (a) claims based on fraud or any claim in the nature of fraud or (b) claims arising pursuant to Section 6.3 below. Subject to Sections 6.3 and 7.14 below, all of the indemnification obligations of either of the Shareholders shall be satisfied exclusively by deduction from the Escrow Shares; provided, that, each Shareholder may elect, at its sole option, to satisfy such indemnification obligation in cash (the "Shareholder Cap"). Notwithstanding the foregoing, any Breach of any covenant (or any Proceeding relating directly or indirectly to any such failure or Breach) of the Shareholders contained in Sections 1.1, 1.2(b), 1.2(c), 1.4, 1.6, 4.1, 4.2(b), 6.1(e), 6.3, 6.4, 6.5, 6.6, 7.7, 7.8, 7.10 or 7.12 of this Agreement shall be satisfied exclusively by the payment in cash of the amount thereof. Notwithstanding the foregoing, no limitation shall apply to (a) claims based on fraud or any claim in the nature of fraud or (b) claims arising pursuant to Section 6.3 below. For purposes of the indemnity obligations under Section 6, the value per share of Purchaser Series 1 Stock shall be deemed to be the Series 1 Value on the date of a written settlement agreement executed on behalf of the indemnifying party or parties or on the date of receipt of a final, non-appealable judgment issued by a court of competent jurisdiction; any indemnification obligation that may be satisfied by the surrender of Escrow Shares shall be satisfied by transfer of that number of Escrow Shares with a value (based on such Series 1 Value) equal to the amount of the indemnification obligation.
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 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 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. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.
Termination by the State The State or commissioner of Administration may cancel this Professional and Technical Services Master Contract and any Work Authorizations at any time, with or without cause, upon 30 days’ written notice to the Contractor. Upon termination, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed.
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.
INDEMNIFICATION BY THE SUB-ADVISER The Trust shall not be responsible for, and the Sub-Adviser shall indemnify and hold the Trust or any Fund of the Trust harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties of the Sub-Adviser or any of its officers, directors, employees or agents.
Indemnification by the Seller The Seller shall indemnify each Affected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Affected Person or required to be withheld or deducted from a payment to such Affected Person and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority and (II) Taxes (other than Excluded Taxes) that arise because an Investment or any Capital is not treated for U.S. federal, state or local income and franchise tax purposes consistently with the Intended Tax Treatment (such indemnification will include any U.S. federal, state or local income and franchise taxes necessary to make such Affected Person whole on an after-Tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Affected Person, the Seller shall pay such Indemnified Taxes directly to the relevant taxing authority or Governmental Authority (or to the Administrative Agent or such Affected Person if such Taxes have already been paid to the relevant taxing authority or Governmental Authority); provided that neither the Administrative Agent nor any Affected Person shall be under any obligation to provide any such notice to the Seller. A certificate as to the amount of such payment or liability delivered to the Seller by an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of an Affected Person, shall be conclusive absent manifest error. Notwithstanding anything to the contrary herein, the Servicer shall indemnify each Affected Person for the full amount of any Taxes described in clause (I) or clause (II) of this Section 4.03(c) to the extent that the Seller and its Affiliates have not already indemnified such Affected Person for such Taxes and without limiting any obligation of the Seller and its Affiliates to do so.
Termination by the Corporation If the Executive’s employment is terminated by the Corporation upon the giving of written notice of such termination to the Executive at any time within the 6 month period following a Change of Control (other than for Just Cause, Disability or Death), then the Executive shall be entitled to the following: i. such payments on account of severance as provided for under Section 12(b) of this Agreement; and ii. notwithstanding anything to the contrary in Section 12 hereof or in this Agreement, all options granted by the Corporation to the Executive shall, following the giving of any notice by the Corporation under this Section 14(a), be deemed to vest immediately and shall be exercisable by the Executive for a period of 90 days following the giving of such notice by the Corporation hereunder.
TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

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