BOARD MEETING OF THE COMPANY Sample Clauses

BOARD MEETING OF THE COMPANY. The Vendors must ensure that at or prior to Completion, a meeting of the directors of the Company is convened and conducts the following business: (a) (approval registration) approval of the transfer of the Shares to the Purchaser under this Agreement and to the recording of the Purchaser as the registered holder of the Shares in the books of the Company with effect from Completion; (b) (share certificates) approval of the issue of a new share certificate for the Shares in the name of the Purchaser; (c) (appoint officers) appointment of the nominees of the Purchaser as directors, secretary, auditors and public officer of the Company and, effective on those appointments, acceptance of the resignation of the directors of the Company and the secretary of the Company referred to in clause 6.2(v) and the auditors and public officer of the Company; and (d) (revoke banking mandates) revoke existing mandates to operate bank accounts of the Company and approve new mandates in favour of officers of the Company nominated by the Purchaser.
Sample 1
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BOARD MEETING OF THE COMPANY. The Seller shall cause to be duly held a meeting of the board of the Company validly to effect or execute or validly to resolve to effect or execute: (a) the approval of the said transfer of the Shares to the Purchaser (or its nominee) and the registration of the Purchaser (or its nominee) as holder of those Shares; (b) the acceptance of the resignation of Xxxxx Xxxxxxx and Xxx Xxxxx as directors of the Company; (c) the issuing of new share certificates for the Shares in favour of the Purchaser (or its nominee); and (d) the approval of the Transaction Documents to which it is a party.
Sample 1
BOARD MEETING OF THE COMPANY. The Seller shall procure that a meeting of the board of directors of the Company is held, or written resolutions of the directors of the Company are passed, on or before Completion, at which the directors of the Company vote in favour of the registration of the Purchaser as a member of the Company in respect of the Sale Shares (subject to the instrument of transfer and bought and sold notes being duly stamped by the Stamp Office of the Hong Kong Inland Revenue Department).
Sample 1
BOARD MEETING OF THE COMPANY. The Seller shall ensure that prior to Completion a meeting of the board of directors of the Company is held at which the directors: 7.4.1 approve the transfers of the Shares to the Purchaser, the registration of the Purchaser as a member of the Company in respect of the Shares and the issue to the Purchaser share certificate(s) in respect of the Shares (subject only to those transfers being re-presented duly stamped); 7.4.2 subject to there being at all times sufficient persons appointed as directors of the Company as required by the Company’s articles of association and applicable law, accept those resignations tendered by any director of the Company, such resignations to take effect from Completion; and 7.4.3 appoint persons nominated by the Purchaser as directors of the Company with effect from Completion, subject to those persons consenting to such appointment and not being disqualified in law or under the constitutional documents of the Company from holding those offices, and the Seller shall supply duly signed minutes of the meeting to the Purchaser on Completion.
Sample 1
BOARD MEETING OF THE COMPANY. The Vendors must ensure that at or prior to Completion, a meeting of the directors of the Company is convened and conducts the following business: (a) (APPROVAL REGISTRATION) approval of the transfer of the Shares to the Purchaser under this agreement and to the recording of the Purchaser as the registered holder of the Shares in the books of the Company with effect from Completion; (b) (CANCELLATION OF OPTIONS) approval of the cancellation of all employee options that are not exercised prior to the date of this agreement and the variation of the Option Plan to the extent necessary to vary the timing of the cancellation of such options to accord with the terms of this agreement; (c) (SHARE CERTIFICATES) approval of the issue of a new share certificate for the Shares in the name of the Purchaser; (d) (APPOINT OFFICERS) appointment of the nominees of the Purchaser as directors, secretary, auditors and public officer of the Company and, effective on those appointments, acceptance of the resignation of the Retiring Officers and auditors and public officer of the Company; and (e) (REVOKE BANKING MANDATES) revoke existing mandates to operate bank accounts of the Company and approve new mandates in favour of officers of the Company nominated by the Purchaser.
Sample 1
BOARD MEETING OF THE COMPANY. Purchaser and Seller shall cooperate to cause a board meeting of the Company to take place at which the transfer of the Shares is approved and (subject to stamping) the name of Purchaser (or its nominee) is registered in the Company’s Register of Members as the owner of the Shares.
Sample 1
BOARD MEETING OF THE COMPANY. The Vendor shall cause to be duly held a meeting of the Company and of the Board of the Company validly to effect or execute or validly to resolve to effect or execute: (a) the approval of the said transfers of the Sale Shares to the Purchaser and/or its nominees, the issue to the Purchaser and/or its nominees of share certificates in respect of those shares and the registration of the Purchaser and/or its nominees as holders of those shares (subject only to those transfers being represented duly stamped); (b) the appointment as Directors and Secretary of the Company of such persons as the Purchaser may nominate, subject to such persons consenting to such appointment and not being disqualified in law or under the Articles of Association of the Company from holding such offices;
Sample 1
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BOARD MEETING OF THE COMPANY. The Vendor shall cause to be duly held a meeting of the Company and of the Board of the Company validly to effect or execute or validly to resolve to effect or execute: (a) the approval of the said transfers of the Sale Shares to the Purchaser and/or its nominees, the issue to the Purchaser and/or its nominees of share certificates in respect of those shares and the registration of the Purchaser and/or its nominees as holders of those shares (subject only to those transfers being represented duly stamped); (b) the appointment as Directors and Secretary of the Company of such persons as the Purchaser may nominate, subject to such persons consenting to such appointment and not being disqualified in law or under the Articles of Association of the Company from holding such offices; (c) the revocation of all existing bank mandates and the issue of new mandates in relation to the Company to such bank or banks and in such form as the Purchaser may direct; (d) the acceptance of the resignation of the Auditors and the appointment as auditors of the Company of such person or firm as the Purchaser may nominate, subject to the provisions of the Companies Order; (e) the acceptance of the resignation of the existing Directors (other than the Continuing Directors) and Secretary; (f) the change in the registered office of the Company to such address as may be nominated by the Purchaser; (g) the sealing of the Tax Deed and Share Certificates in favour of the Purchaser;
Sample 1

Related to BOARD MEETING OF THE COMPANY

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

  • Meeting of Shareholders (a) Promptly after the date hereof, the Company shall take all action necessary in accordance with the GBCC and its Articles of Incorporation and by-laws to convene a meeting of shareholders ("Company Shareholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of the Company nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Board of Directors of the Company or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam. (b) If necessary, Parent shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to convene a meeting of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Meeting of Committee In the event of either party wishing to call a meeting of the Committee, the meeting shall be held at a time and place fixed by mutual agreement, however, such meeting to be held not later than 14 days after request has been received unless varied by mutual agreement.

  • Board Meetings The Superintendent shall attend, and shall be permitted to attend, all meetings of the Board, both public and closed, with the exception of those closed meetings devoted to the consideration of any action or lack of action on the Superintendent's Contract, or the Superintendent's evaluation, or for purposes of resolving conflicts between individual Board members, or when the Board is acting in its capacity as a tribunal. In the event of illness or Board-approved absence, the Superintendent's designee shall attend such meetings.

  • Meeting of Stockholders (a) If required to effect the Merger, the Company shall, consistent with applicable Law and its Certificate of Incorporation and By-laws, call and hold a special meeting of Stockholders, as promptly as practicable following acceptance of the shares of Company Common Stock pursuant to the Offer, for the purpose of voting upon the adoption or approval of this Agreement (the "Special Meeting"), and shall use all reasonable efforts to hold its Special Meeting as soon as practicable thereafter. At the Special Meeting all of the shares of Company Common Stock then owned by Parent, Merger Sub or any other subsidiary of Parent shall be voted to approve the Merger and this Agreement. The Company shall, subject to the applicable fiduciary duties of its directors, as determined by such directors in good faith after consultation with its outside legal counsel (who may be its regularly engaged outside legal counsel), (1) use all reasonable efforts to solicit from Stockholders proxies in favor of the adoption or approval, as the case may be, of the Merger, (2) take all other action necessary or advisable to secure the vote or consent of Stockholders, as required by the DGCL to obtain such adoption or approvals, and (3) include in the Proxy Statement the recommendation of its Board of Directors in favor of the Merger. (b) Parent and Merger Sub shall not, and they shall cause their Subsidiaries not to, sell, transfer, assign, encumber or otherwise dispose of the shares of Company Common Stock acquired pursuant to the Offer or otherwise prior to the Special Meeting; provided, however, that this Section 7.3(b) shall not apply to the sale, transfer, assignment, encumbrance or other disposition of any or all of such shares in transactions involving solely Parent, Merger Sub and/or one or more of their wholly-owned Subsidiaries. (c) Parent shall vote (or consent with respect to) any shares of common stock of Merger Sub beneficially owned by it, or with respect to which it has the power (by agreement, proxy, or otherwise) to cause to be voted (or to provide a consent), in favor of the adoption of this Agreement and the Merger at any meeting of the stockholders of Merger Sub at which this Agreement and the Merger shall be submitted for adoption and at all adjournments or postponements thereof (or, if applicable, by any action of the stockholders of Merger Sub by consent in lieu of a meeting).

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Annual Meeting An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

  • Meetings of the Board of Directors The Corporation shall call, and use its best efforts to have, regular meetings of the Board not less often than quarterly. The Corporation shall promptly pay all reasonable and appropriately documented travel expenses and other out-of-pocket expenses incurred by directors who are not employed by the Corporation in connection with attendance at meetings to transact the business of the Corporation or attendance at meetings of the Board or any committee thereof.

  • Meeting of Company Stockholders (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this Agreement. (b) Subject to Section 5.2(c): (i) the Board of Directors of Company shall unanimously recommend that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders' Meeting; (ii) the Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders' Meeting; and (iii) neither the Board of Directors of Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of Company that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous. (c) Nothing in this Agreement shall prevent the Board of Directors of Company from withholding, withdrawing, amending or modifying its unanimous recommendation in favor of the Merger if (i) a Superior Offer (as defined below) is made to the Company and is not withdrawn,

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