Extraordinary General Meeting. (a) No later than ten (10) weeks following the Offer Commencement Date, the Company shall hold an extraordinary general meeting (the “EGM”) to:
(i) provide information regarding the Offer;
(ii) adopt a resolution to, subject to (A) the Acceptance Time having occurred and (B) the number of Shares validly tendered in accordance with the terms of the Offer (including Shares tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) and not properly withdrawn, together with the Shares owned by Buyer or any of its Affiliates, representing at least eighty percent (80%) of the outstanding Shares (the “Asset Sale Threshold”), approve the asset sale as contemplated by the Asset Sale Documentation (the “Asset Sale”) as required under section 2:107a of the DCC;
(iii) adopt a resolution to, subject to (A) the Acceptance Time having occurred, (B) the Asset Sale Threshold having been achieved but the Compulsory Acquisition Threshold not having been achieved and (C) the Asset Sale having been completed, (1) dissolve (ontbinden) the Company in accordance with section 2:19 of the DCC and (2) appoint as liquidator Stichting Vereffening NXP, a foundation (stichting) to be incorporated under Dutch Law and approve reimbursement of the liquidator’s reasonable salary and costs (provided that such reimbursement will be subject to the approval of the Independent Directors) and (3) appoint an Affiliate of the Company as the custodian of the books and records of the Company in accordance with section 2:24 of the DCC;
(iv) adopt one or more resolutions effective upon the Acceptance Time to provide full and final discharge to each member of the Company Board for their acts of management or supervision, as applicable, up to the date of the EGM; provided that no discharge will be given to any director for acts as a result of fraud (bedrog), gross negligence (grove xxxxxx), or willful misconduct (opzet) of such director;
(v) adopt one or more resolutions effective upon the Closing to appoint the Buyer Directors to replace the resigning members of the Company Board (the “Governance Resolutions”);
(vi) adopt a resolution to, subject to Closing and effective the day immediately following the Closing Date, amend the articles of association of the Company to align the financial year of the Company with the financial year reckoned by Buyer; and
(vii) adopt a resolution to, subject to the Shares having been delisted from the NASDAQ, (A) convert t...
Extraordinary General Meeting. No extraordinary general meeting of the members was held during FY 2022.
Extraordinary General Meeting. 12.1 Any other meeting of the Membership shall be called an Extraordinary General Meeting (EGM).
Extraordinary General Meeting. All General Meetings other than Annual General Meetings (if convened) shall be called “Extraordinary General Meetings”. The Board of Directors may, whenever it deems fit, convene an Extraordinary General Meeting, at such time and place, within the State of Israel, as may be determined by the Board of Directors, and shall be obligated to do so upon a request in writing in accordance with Sections 63 or 64 of the Companies Law.
Extraordinary General Meeting. Extraordinary General Meetings may amend any provisions of the by-laws and decide, in particular, to transform the company into a company of another form, a civil partnership or commercial company. However, it may not increase the commitments of the shareholders, subject to transactions resulting from a duly conducted grouping of shares. Extraordinary General Meetings may only deliberate validly if the present or represented shareholders, or those voting by absentee ballot, own at least, on the first meeting notice, one third and, on the second meeting notice, one-fourth of the shares with voting rights. If this latter quorum is not met, the second Meeting may be postponed to a date at most two months later than that for which it had been convened. Extraordinary General Meetings rule by a two-thirds majority of the votes cast by the present or represented shareholders, or those voting by absentee ballot, except for legal derogations. In statutory Extraordinary General Meetings of shareholders, i.e. those called to deliberate on the approval of a contribution in kind or the granting of a special benefit, the vote of the contributor or beneficiary does not count, be it for himself or as an agent.
Extraordinary General Meeting. An EGM has been convened for March 30, 2012 to approve the Transaction and resolve on certain related matters, as set out in the agenda and the explanatory notes thereto, which are available through the company’s website. Forbion has committed to vote in favour of the Transaction in respect of the 19.4% of AMT’s shares it controls. AMT will hold two information meetings for shareholders at its offices on February 23, 2012 and March [20], 2012. Further details will be posted on the AMT website.
Extraordinary General Meeting. The extraordinary general meeting of the Company shall be convened in accordance with the provisions of the Articles of Association and the laws of the Kingdom of Cambodia.
Extraordinary General Meeting. 9.1 An Extraordinary General Meeting may be called by the committee or by request signed by not less than 6 ordinary members of the group, delivered to the secretary, who in turn must call such a meeting within 4 weeks from the date or receipt of such request. Only the business stated in the request may be debated at the Extraordinary General Meeting, and details of the issue should be included in the notice of meeting sent to all members. Voting procedures will be as those of the AGM.
Extraordinary General Meeting. A circular setting out information on the Sale and enclosing the notice of extraordinary general meeting of the Company will be despatched by the Company to the shareholders in due course.
Extraordinary General Meeting. The Company will convene an extraordinary general meeting in order to seek approval from the Independent Shareholders/non-connected shareholders in respect of the New Financial Services Framework Agreement and the New Asset Financing Services Framework Agreement and the transactions contemplated thereunder. The Company has appointed Gram Capital as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Deposit Service (including the proposed caps of maximum daily deposit balance). The Company will dispatch the meeting notice and a circular to its shareholders according to the H Share Listing Rules within 15 business days after the publication of this announcement, which will set out, among other things, (i) details of the New Financial Services Framework Agreement and the New Asset Financing Services Framework Agreement and the transactions contemplated thereunder; (ii) the letter from the Independent Board Committee setting out its recommendations to the Independent Shareholders in respect of the Deposit Service (including the proposed caps of maximum daily deposit balance) under the New Financial Services Framework Agreement; and (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Deposit Service (including the proposed caps of maximum daily deposit balance) under the New Financial Services Framework Agreement.
