Failure to Elect or Appoint Directors. If: (1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or (2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of: (3) when his or her successor is elected or appointed; and (4) when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 14 contracts
Samples: Business Combination Agreement, Amalgamation Agreement, Amalgamation Agreement
Failure to Elect or Appoint Directors. If:
(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3) when the date on which his or her successor is elected or appointed; and
(4) when the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 14 contracts
Samples: Acquisition Agreement, Incorporation Agreement (Boart Longyear Australia Pty LTD), Incorporation Agreement
Failure to Elect or Appoint Directors. If:
(1a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.27.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.27.2, to elect or appoint any directors; then each director then in office at such time continues to hold office until the earlier of:
(3c) when the date on which his or her successor is elected or appointed; and
(4d) when the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 7 contracts
Samples: Amalgamation Agreement (Asep Medical Holdings Inc.), Amalgamation Agreement (Asep Medical Holdings Inc.), Amalgamation Agreement
Failure to Elect or Appoint Directors. If:
(1a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3c) when the date on which his or her successor is elected or appointed; and
(4d) when the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 6 contracts
Samples: Business Combination Agreement (Jupiter Acquisition Corp), Merger Agreement, Merger Agreement
Failure to Elect or Appoint Directors. If:
If (1i) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
or (2ii) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; , then each director then in office continues to hold office until the earlier of:
(3) when 1. the date on which his or her successor is elected or appointed; and
(4) when 2. the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 3 contracts
Samples: Amalgamation Agreement, Amalgamation Agreement, Amalgamation Agreement
Failure to Elect or Appoint Directors. If:
(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3) when his or her the director’s successor is elected or appointed; and
(4) when he or she the director otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Samples: Business Combination Agreement (Pono Capital Three, Inc.)
Failure to Elect or Appoint Directors. If:
(1a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.210.3, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.210.3, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3c) when the date on which his or her successor is elected or appointed; and
(4d) when the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Samples: Amalgamation Agreement
Failure to Elect or Appoint Directors. If:
(1a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; ;
(c) then each director then in office continues to hold office until the earlier of:
(3d) when his or her successor is elected or appointed; and
(4e) when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Samples: Share Purchase Agreement
Failure to Elect or Appoint Directors. If:
(1a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Corporation Act; or
(2b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3c) when the date on which his or her successor is elected or appointed; and
(4d) when the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Failure to Elect or Appoint Directors. If:
(1) the Company fails to hold an annual general meeting, and meeting or all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3) when the date on which his or her successor is elected or appointed; and
(4) when the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Samples: Amalgamation Agreement
Failure to Elect or Appoint Directors. If:
(1a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, 10.2 on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3c) when his or her the date on which that director’s successor is elected or appointed; and
(4d) when he or she the date on which that director otherwise ceases to hold office under Section 128(1)(b) or (c) of the Business Corporations Act Act, or these Articlesunder any one of Articles 14.11(b) to (d).
Appears in 1 contract
Samples: Business Combination Agreement (Forbion European Acquisition Corp.)
Failure to Elect or Appoint Directors. If:
(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(31) when the date on which his or her successor is elected or appointed; and
(42) when the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Samples: Amalgamation Agreement
Failure to Elect or Appoint Directors. If:
(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; , then each director then in office continues to hold office until the earlier of:
(3) when his or her the director’s respective successor is elected or appointed; and
(4) when he or she the director otherwise ceases cease to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Samples: Incorporation Agreement
Failure to Elect or Appoint Directors. If:
(1a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3c) when his or her the date on which their successor is elected or appointed; and
(4d) when he or she the date on which they otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Samples: Business Combination Agreement (Screaming Eagle Acquisition Corp.)
Failure to Elect or Appoint Directors. If:
(1a) the Company fails to hold an annual general meeting, and or all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.211.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.211.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3i) when the date on which his or her successor is elected or appointed; and
(4ii) when the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Samples: Merger Agreement
Failure to Elect or Appoint Directors. If:
(1a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3c) when the date on which his or her successor is elected or appointed; andan
(4d) when the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Failure to Elect or Appoint Directors. If:
(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3) when the date on which his or her successor is elected or appointed; and
(4) when the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Samples: Amalgamation Agreement
Failure to Elect or Appoint Directors. If:
(1a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.27.2, on or before the date by which the annual general meeting is required to be held under the Business theBusiness Corporations Act; or
(2b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.27.2, to elect or appoint any directors; then each director then in office at such time continues to hold office until the earlier of:
(3c) when the date on which his or her successor is elected or appointed; and
(4d) when the date on which he or she otherwise ceases to hold office under the Business theBusiness Corporations Act or these Articles.
Appears in 1 contract
Samples: Amalgamation Agreement (Blox, Inc.)
Failure to Elect or Appoint Directors. If:
(1) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or
(2) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; then each director then in office continues to hold office until the earlier of:
(3) when his or her successor is elected or appointed; and
(4) when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.
Appears in 1 contract
Samples: Business Combination Agreement