Deliberations in General Assemblies Sample Clauses

Deliberations in General Assemblies. Each common share issued by the Company will correspond to one vote in the resolutions of the Company’s general meetings. Except as provided in Section 4.1.2 or as otherwise provided by law, decisions at general meetings shall be taken by a simple majority vote, except that, for as long as Excella and Semantix each hold a fifty percent (50%) interest in the Company’s total and voting share capital, decisions shall be taken by consensus between Excella and Semantix, except in the event of Financial Stress and provided that the procedure set forth in Section 8.5 below is observed. 4.1.1. The Shareholders, hereby and by this instrument, agree that the contracting or practice of any of the acts below, by the Company or any of its Subsidiaries, will be subject to deliberation and approval in general meeting of the Company: (i) change in the Company’s Bylaws including, but not limited to, those that involve the following: (a) change of the corporate purpose; (b) alteration, creation or elimination of types, classes and rights of the Shares; (c) alteration of the powers of the general meeting or the Board of Directors; (d) alteration of the dividend distribution policy; and (e) alteration of the term of duration of the Company; (ii) repurchase, amortization, redemption, reverse split or split of shares or Securities issued by the Company or its Subsidiaries; (iii) any event of corporate reorganization involving the Company, including, but not limited to, merger, consolidation, spin-off, transformation or merger of shares; (iv) issuance and/or disposal of any securities convertible or exchangeable into Company Shares; (v) increase in the Company’s share capital, including any Complementary Capital Contributions, as long as they are not contemplated in the Company’s authorized capital; (vi) petition for bankruptcy or judicial or extrajudicial reorganization of the Company or its Subsidiaries; (vii) liquidation and dissolution of the Company or its Subsidiaries and appointment of the liquidator; (viii) distribution of dividends in a manner other than the dividend policy set forth in this Agreement or a change in the dividend policy of the Company or its Subsidiaries; (ix) participation in a group of companies under the terms of article 265 of the Companies Law; and (x) conducting a Public Offering of the Company. 4.1.2. The Shareholders hereby agree that in the event that any Shareholder becomes the holder of an interest equal to or greater than forty-five percent (...