Actions by the Shareholders. At any meeting (whether annual or special, and at each adjourned or postponed meeting) of the Company’s shareholders, however called, or in any other circumstances (including any action sought by written consent) upon which a vote or other consent or approval is sought, each of the Shares that a Management Shareholder or Management Party beneficially owns or over which such Management Shareholder or Management Party otherwise exercises control shall be caused by them (x) to be counted as present thereat, for purposes of calculating a quorum, and in response to any other request by the Company for written consent, if any, and to be counted as having provided or denied such consent and (y) if Subscriber Parties holding a majority of the voting power of all Shares held by Subscriber Parties inform the Management Parties of their intention to vote against taking any action set forth on Exhibit A hereto, to be voted (including by written consent, if applicable) against the taking of such action; provided, that if the Management Parties inform the Subscriber Parties of their intention to vote against taking any action set forth on Exhibit A hereto, the Subscriber Parties shall vote (including by written consent, if applicable) against the taking of such action.
Actions by the Shareholders. Any actions permitted or required to be taken by the holders of Shares may be taken at any duly noticed and called meeting of the holders of Shares at which a quorum is present, in person or by proxy. Except as required by applicable law, such actions shall require the approval of a majority of the Shares present, in person or by proxy, at such meeting.
Actions by the Shareholders. At the Closing, the Shareholders shall deliver or cause to be delivered to SEC and SEI in form and substance acceptable to SEC and SEI, each of the following instruments or materials, duly executed:
a. Certificates representing the Antigua Stock, accompanied by stock powers duly executed.
b. A copy of the text of the resolutions by which the Shareholders and/or the Board of Directors of Antigua approved this Agreement.
c. An opinion addressed to SEC and SEI from Quarles & Brady, based on customary relixxxx xnd subject to customary qualifications, including, without limitation, the fact that the opinion is being rendered with respect to the State of Arizona law and the General Corporation Law of the State of Nevada only, to the effect that:
i. Antigua is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.
ii. The Shareholders have the power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by requisite action on the part of the Shareholders.
iii. All of the Antigua Stock has been validly issued and is fully paid and non- assessable. To the knowledge of Quarles & Brady, the Antigua Stock xxxxxitutes all of the issued and outstanding capital stock of Antigua, and 37 the delivery of certificates representing the Antigua Stock accompanied by stock powers duly executed are in a form effective to vest in SEI all of the right, title and interest of the Shareholders in the Antigua Stock, free and clear of all liens, encumbrances, restrictions and claims arising prior to the Closing (including liens or encumbrances arising under any shareholders' agreements, stock option, stock purchase or other similar agreements, or under Antigua's Articles or Bylaws).
iv. The Agreement has been executed and delivered by the Shareholders and (assuming the valid, authorization, execution and delivery of the Agreement by SEC and SEI) is a valid and binding agreement upon, and is enforceable in accordance with its terms against, the Shareholders.
v. To the knowledge of Quarles & Brady, the execution, xxxxxxxy axx xxrformance of this Agreement by the Shareholders will not constitute a violation of any contract or agreement to which Antigua, Dooley, the Dooley Trust or the Dxxxxx Children Trusts is a partx.
d. Letters from each of the...
Actions by the Shareholders. At the Closing:
Actions by the Shareholders. Each of the CPS Group Companies and the --------------------------- Shareholders shall take any and all actions which may be necessary to cause such party to perform its obligations hereunder in a timely and appropriate manner.
Actions by the Shareholders. Except as required by applicable law, this Agreement or NewCo's estatutos sociales, any actions permitted or required to be taken by the holders of shares may be taken by the approval of a majority of the shares present (in person or by proxy) at any Shareholders meeting. The ordinary Shareholders' meeting may only adopt resolutions on those matters referenced in Article 181 of the Mexican General Law of Commercial Companies. All other matters, including those referenced in Article 182, shall be the responsibility of an extraordinary Shareholders meeting. Each Class A Share and each Class B Share shall have one vote.
Actions by the Shareholders. HELP and the Shareholders shall take any --------------------------- and all actions which may be necessary to cause such party to perform its obligations hereunder in a timely and appropriate manner.
Actions by the Shareholders. The Shareholders shall cause the Company to fulfill its obligations under this Agreement.
Actions by the Shareholders. The Shareholders shall have taken all actions and executed such documents as set forth in Section 2.2 hereof.
Actions by the Shareholders
