Board of Shareholders Sample Clauses

Board of Shareholders. The Board of Shareholders of the Target Company is the supreme authority and can exercise the following powers: (1) Make decisions on business policy and investment plan of the Target Company; (2) Elect and change the director and supervisor served by the non-labor representatives and decide the remuneration of relative directors and supervisors; (3) Review and approve the reports of Board of Directors; (4) Review and approve the reports of Board of Supervisors; (5) Review and approve the annual financial budget plans, final accounting plans, and any substantive change of the business plans or annual budget of the Target Company; (6) Review and approve the Target Company’s profit distribution scheme and the scheme of covering the deficit; (7) Make resolutions on increasing or decreasing the Target Company’s registered capital; (8) Making resolutions on the issuance of Target Company’s bonds; (9) Make resolutions on the closure, merger, division, dissolution, liquidation, restructuring, M&A (including the sale of equity and major assets), change of control power, or change of organizational form of the Target Company; (10) Revise the Articles of Association of the Target Company, increase or reduce its registered capital, and change its organizational form or business scope; (11) Approve the equity incentive plan of the Target Company; (12) Make a resolution on introducing new shareholders; (13) Establish a VIE structure and establish agreement control relationships with other target companies; (14) Change the equity structure of the Target Company, grant new options, convertible bonds, and other equity securities or similar rights, dilute, reduce, or negatively affect the effective shareholding or rights of investors; (15) Enlarge or reduce the scale of the Board of Directors; (16) Distribute dividends, formulate, approve or implement the establishment or exercise of any liquidation priority; (17) Change the existing business policies of the Target Company, including but not limited to, entering new areas and exiting existing areas; (18) Amend, change, or restrict any rights, preferences, privileges, or authorizations of investors; (19) Approve, establish or issue any new shares, or any reclassification of issued shares as having priority or equivalent rights to investors (including those related to liquidation, conversion, dividends, voting rights, repurchase, etc.); (20) Increase, reduce or cancel the authorized or issued shares/registered capital of the...
Sample 1
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Board of Shareholders. 5.1 The Company, Baina Wuhan and Beijing Baina set the board of shareholders. Shareholders exercise their voting rights in proportion to shares and/or equities held by them at the shareholders’ meeting. 5.2 Save as otherwise stipulated by any applicable law, the following matters relating to the Company shall come into effect after being approved by over 2/3 shareholders (including Baina Inc.) holding issued shares of the Company: (i) increasing or decreasing the share capital of the Company; (ii) merger, division and transformation of the Company; (iii) dissolution and liquidation of the Company, recapitalization or restructuring in any form (including any adjustment to the employee stock option plan specified in Article 13 thereof), or any matter resulting in the change of right of control; (iv) authorization or issue of shares or series of shares of any classes or convertible securities or other securities (including the employee stock option plan); (v) amendment of the Articles of Association of the Company; and (vi) change in the number of members of the board of directors of the Company; 5.3 Save as otherwise stipulated by any applicable laws and the Agreement, if the shareholders’ meeting makes any resolution about any other deliberated matter according to the articles of association of the Company, Baina Wuhan and Beijing Baina, the said resolution shall come into effect after being approved by shareholders holding over 50% of issued shares or with the ratio of contribution more than 50%. 5.4 Each meeting of the board of shareholders (no matter whether regular or extraordinary) shall be notified by the chairman to every shareholder in writing or by e-mail at least ten (10) business days before the convention of the said meeting, with the date, time and place of the meeting specified (the “Meeting Notice”). If all shareholders agree about a shorter notice period, a meeting to which the said shorter notice period applies shall be deemed as being convened properly. 5.5 If any shareholder cannot attend a shareholders’ meeting for any reason, he shall entrust an agent in writing to attend the shareholders’ meeting before the convention time of the meeting specified in the Meeting Notice, and the agent may exercise the powers specified in the power of attorney. 5.6 Shareholders may attend a shareholders’ meeting by phone, video or similar communication equipment. The board of shareholders may hold a meeting by any of the aforesaid means, only if present ...
Sample 1
Board of Shareholders. The board of shareholders of the Company shall be composed of all the shareholders. The board of shareholders shall be the organ of authority of the Company and shall exercise the following functions and powers pursuant to the "Company Law": (1) to decide on the business policies and investment plans of the Company; (2) to elect and replace directors and supervisors that are not appointed from representatives of staff and workers, and to decide on matters concerning the remunerations of directors and supervisors; (3) to consider and approve reports of the board of directors; (4) to consider and approve reports of the board of supervisors; (5) to consider and approve the Company's proposed annual financial budgets and final accounts as well as major adjustments and modifications thereto; (6) to consider and approve the Company's profit distribution plans and plans for making up losses; (7) to pass resolutions on the increase or reduction of the Company's registered capital; (8) to pass resolutions on the issuance of corporate bonds; (9) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form and operating period of the company; (10) to develop or amend the Articles of Association of the Company; (11) to pass resolutions on provision of security by the shareholders; (12) to pass resolutions on any capital expenditure or commitment to dispose of any assets outside the normal range, except for resolutions made under the Company's annual budget; (13) to pass resolutions on establishment of subsidiaries, or any merger and acquisition transaction, or foreign investment; (14) to pass resolutions on sale, transfer, distribution, disposal or addition of any mortgage, guarantee, pledge or any other encumbrance to the Company's all or significant assets; (15) to consider and approve any action that is outside the current business scope of the Company; (16) to consider and approve any borrowing and other financial support (including but not limited to any third party, subsidiary, employee) of the Company; (17) to consider and approve, as the guarantor, matters beyond the scope of daily operations of the Company; (18) to consider the resolution on engaging a third party auditor to conduct a comprehensive audit of the Company; (19) to consider and approve single connected transactions of more than RMB 2 million yuan conducted with associated enterprises; (20) to consider the equity incentive scheme; (21) to co...
Sample 1
Board of Shareholders. The shareholders’ meeting of the invested company is the highest authority of the invested company and exercises the following powers: （1 To decide on the business policy and investment plan of the invested company; （2 To elect and replace directors and supervisors who are not held by staff representatives, and to decide on the remuneration of directors and supervisors; （3 Reviewing and approving the report of the Board of Directors; （4 To examine and approve the reports of the supervisors; （5 To examine and approve the annual financial budget plan and final accounts plan of the invested company, and any material changes to the business plan or annual budget of the invested company; （6 To examine and approve the profit distribution plan of the invested company and the plan for covering the losses; （7 Make resolutions on the increase or decrease of the registered capital of the invested company; （8 To make resolutions on the issuance of the bonds of the invested companies; （9 Make resolutions on the suspension of business, merger, division, dissolution, liquidation, reorganization, merger and acquisition (including equity and sale of material assets) of the invested company, change of control or change of the form of the invested company; （10 Change the articles of association or any articles of association documents of the invested company, increase or reduce the registered capital of the invested company, and change the organizational form or main business of the invested company; （11 Review and approve the equity incentive plan of the invested company. （12） Resolutions on the introduction of new shareholders.
Sample 1
Board of Shareholders. 1.1 Composition of the Board of Shareholders (a) The Board of Shareholders is composed of all shareholders ('Board of Shareholders'). (b) The Board of Shareholders is the highest authority of the Company, with the powers and authorities provided under the Company Law and other applicable laws.
Sample 1
Board of Shareholders. The Company shall establish a shareholders meeting which is consisted of all Parties. The shareholders meeting shall be convened and voted in accordance with the relevant Laws and the Articles of Association of the Company.
Sample 1

Related to Board of Shareholders

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Stockholders The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCI's respective businesses ("Confidential Information"). The Stockholders agree that they will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI and provide TCI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

  • Meetings of Shareholders The Trust shall hold annual meetings of the Shareholders (provided that the Trust's initial annual meeting of Shareholders may occur up to one year after the completion of its initial fiscal year). A special meeting of Shareholders may be called at any time by a majority of the Trustees or the President and shall be called by any Trustee for any proper purpose upon written request of Shareholders of the Trust holding in the aggregate not less than 51% of the outstanding Shares of the Trust or class or series of Shares having voting rights on the matter, such request specifying the purpose or purposes for which such meeting is to be called. Any shareholder meeting, including a Special Meeting, shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate.

  • Shareholders In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Special Meetings of Stockholders Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

  • Merger Without Meeting of Shareholders 10 ARTICLE II

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Change in Board of Directors Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

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