AMENDMENT OF THE ARTICLES OF ASSOCIATION. Each of the undersigned ---------------------------------------- (including Gaz et Eaux) undertakes to vote in favour of a resolution (whether in a general meeting of shareholders or a class meeting) to amend the Articles of Association of the Company by the insertion of a new article 9.16 as follows:
AMENDMENT OF THE ARTICLES OF ASSOCIATION. The Board of Directors at the same time suggests that the shareholders’ meeting amends the articles of association section 1, 2nd paragraph to have the following wording: § 1
A. L. Industrier ASA is a public limited liability company with registered office in the municipality of Oslo.
AMENDMENT OF THE ARTICLES OF ASSOCIATION. The Board of Directors at the same time suggests that the shareholders’ meeting amends the articles of association section 2 to have the following wording: Referring to section 7 of the articles of association, we request that those of the shareholders who wish to meet in person or by power of attorney, use the enclosed attendance notice/power of attorney and submit this to the company represented by DnB NOR ASA, Verdipapirservice, Stranden 21, 0021 Oslo, alternatively by telefax no XX XX XX XX, or electronically by Investor services, at the latest [.] hours, [.]day [DATE] 2006. English Translation You are hereby summoned to extraordinary shareholders’ meeting in AS Wangs Fabrik, on ___ December 2006 at ___ hours at Hxxxxxxxxxxxx 0, Xxxxxx, Xxxx. Agenda:
AMENDMENT OF THE ARTICLES OF ASSOCIATION. The Shareholders’ Body may resolve to amend these Articles of Association. When a proposal to amend these Articles of Association is to be made at a General Meeting of Shareholders, the notice of such meeting must state so and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company’s office for inspection by the Shareholders and the persons with DRH-rights, until the conclusion of the meeting.
AMENDMENT OF THE ARTICLES OF ASSOCIATION. Prior to the filing of the draft red xxxxxxx prospectus in relation to the IPO, the Company shall, and the other Parties shall cooperate with the Company, to amend the Articles (in a form acceptable to the Parties) such that it adequately reflects the provisions of this Agreement.
AMENDMENT OF THE ARTICLES OF ASSOCIATION. 30.1 A resolution to amend these Articles of Association can only be passed by a general meeting pursuant to a prior proposal of the Board of Directors with an absolute majority of the votes cast, provided that a resolution to amend Articles 2.3 or 2.4 of these Articles of Association shall require a majority of at least two-thirds of the votes cast.
30.2 A specific right of Exor, EPF/FFP, and/or Bpifrance, as the case may be, set out in these Articles of Association, cannot be amended without the prior written approval of Exor, EPF/FFP, and/or Bpifrance, as the case may be, until the date such right has lapsed as described in these Articles of Association. For so long as any of Exor, EPF/FFP, or Bpifrance benefits from any specific right under these Articles of Association, any amendment of this Article 30.2 shall require its prior written consent.
AMENDMENT OF THE ARTICLES OF ASSOCIATION. Amendment of the Articles of Association requires a written agreement signed by both Parties and approval of the original Examination and Approval Authority before becoming effective.
AMENDMENT OF THE ARTICLES OF ASSOCIATION. CHANGE OF CORPORATE FORM; STATUTORY MERGER AND STATUTORY DEMERGER; DISSOLUTION AND LIQUIDATION 36 Amendment of the articles of association; change of corporate form
36.1 The General Meeting may resolve to amend these articles of association by a resolution passed with at least a two-thirds majority of the votes cast, without a quorum being required, provided that such resolution can only be adopted at the proposal of the Board. When a proposal to amend these articles of association is to be made to the General Meeting, the notice convening the General Meeting of Shareholders must state so and a copy of the proposal, including the verbatim text thereof, shall be deposited and kept available at the Company’s office for inspection by the Shareholders, until the conclusion of the meeting. From the day of deposit until the day of the meeting, a Shareholder shall, on application, be provided with a copy of the proposal free of charge. An amendment of these articles of association shall be laid down in a notarial deed.
36.2 For so long as the Company shall control, directly or indirectly, any U.S. Regulated Subsidiary, before any amendment of any provision of these articles of association – whether or not as part of a statutory merger or statutory demerger – shall be effectuated by execution of a notarial deed of amendment of the articles of association, such amendment shall be submitted to the board of directors of such U.S. Regulated Subsidiaries and if any or all of such boards of directors shall determine that such amendment must be filed with or filed with and approved by the SEC under Section 19 of the Exchange Act and the rules promulgated thereunder before such amendment may be effectuated, then such amendment shall not be effectuated until filed with or filed with and approved by the SEC.
36.3 For so long as the Company shall control, directly or indirectly, any European Market Subsidiary, before any amendment of any provision of these articles of association – whether or not as part of a statutory merger or statutory demerger – shall be effectuated by execution of a notarial deed of amendment of the articles of association, such amendment shall be submitted to the board of directors of such European Market Subsidiaries and if any or all of such boards of directors shall determine that such amendment must be filed with or filed with and approved by a European Regulator under European Exchange Regulations before such amendment may be effectuated, then suc...
AMENDMENT OF THE ARTICLES OF ASSOCIATION. In the event that Cinven Directors and CVC Directors are not appointed to the Board in accordance with this Section 6, or are removed or replaced from the Board in contravention of the provisions of this Section 6 (in each case provided that the Kappa Investor’s right to cause appointment of such Cinven Directors and/or CVC Directors, as the case may be, has not terminated pursuant to paragraph 11M), and such Cinven Directors and CVC Directors are not appointed or re-appointed, as the case may be, as members of the Board as soon as reasonably practicable (giving effect to the timing for calling of a shareholders meeting under Irish law) after written notice of such issue from the Kappa Investor, each of the Investors and Management Investors shall take all action to amend the Articles of Association such that the Class B Ordinary Shares may vote in the election of directors of the Company. Each of the Investors and Management Investors hereby agree to the calling of a meeting on short notice for the appointment or re-appointment of a Cinven Director or CVC Director as required by Section 6 (in each case provided that the Kappa Investor’s right to cause appointment of such Cinven Directors and/or CVC Directors, as the case may be, has not terminated pursuant to paragraph 11M) and, if such Cinven Director or CVC Director is not appointed or re-appointed as so required at such meeting, amendment of the Articles of Association in accordance with the immediately foregoing sentence. The Company, the Investors and the Management Investors agree that, prior to the Required Vote Termination Date, no decisions requiring Required Board Vote or Required Shareholder Vote shall be passed by the Board if there are no Cinven Directors and CVC Directors in office in contravention of paragraph 6B (in each case provided that the Kappa Investor’s right to cause appointment of such Cinven Directors and/or CVC Directors, as the case may be, has not terminated pursuant to paragraph 11M).
AMENDMENT OF THE ARTICLES OF ASSOCIATION. No amendment to the Articles of Association shall be approved by the general meeting of shareholders, unless upon the proposal of the meeting of the holders of 2002 Series A Preferred Stock.
