General Assemblies Sample Clauses

General Assemblies. (a) The Shareholders shall hold an annual General Assembly at the offices of the Company's headquarters or at such other place as the Shareholders may agree, and may hold extraordinary General Assemblies at the request of Shareholders holding at least 10 percent of the issued share capital of the Company. The Management Board shall ensure that notice of any General Assembly and an agenda are distributed to and received by the Shareholders no less than fifteen (15) days prior to the date of the General Assembly. Subject to the provisions of the Articles of Association and applicable law, the quorum for any General Assembly shall be four fifths (4/5) of the Shares. If the quorum is not met, then a second meeting will be called on a date which is at least 5 business days and not more than 4 weeks after the date of the first meeting. In such second meeting resolutions on the subjects put before the first meeting can be adopted by a majority of votes cast irrespective of the number of shareholders represented such second meeting. (b) The Shareholders shall each vote in favour of the appointment of all Supervisory Directors duly nominated in accordance with the Articles of Association and Articles 6.3(d) and 6.5 of this Agreement. (c) All decisions of the General Assembly shall be adopted by a simple majority of the votes cast, with the exception of the following decisions which shall require at least eighty-five (85)% of the votes cast: (i) the purchase by the Company of Shares in its own capital and any redemption of Shares; (ii) the exclusion of pre-emptive rights in the case of an issue of new shares and the transfer of Shares held by the Company, except in the event of a public listing of the Shares or of new shares or of an offering of Shares or options on new shares (warrants) to professional investors in order to obtain further funding; (iii) a winding up or dissolution of the Company; (iv) any amendment of the Articles of Association of the Company other than those pertaining to increases in the authorized capital of the Company or to convert the Company into an N.V. ("Naamloze Vennootschap") to enable a public listing of Shares or new shares; (v) any amendment of the scope of business of the Company; (vi) the declaration of dividends; and (vii) the admission of new shareholders to this Agreement.
Sample 1
General Assemblies. ENSP network meetings 1. Since 10 EU countries have, or soon will have, comprehensive bans on tobacco advertising, European governments should support a ban on all forms of tobacco advertising and promotion, including brand stretching and all forms of electronic communication – such as the internet - without distinguishing advertising reportedly directed at adults and young people. 2. Since nine EU countries have launched a legal action on smuggling against three major international tobacco companies and because widespread tobacco smuggling can thoroughly undermine national tobacco control activities, all governments should endorse strong measures to combat tobacco smuggling including clear and effective judicial, legal and liability measures; this should include measures in the Convention on pack markings to indicate the origin and final destination of tobacco goods. In the interest of public health, the FCTC provisions must take precedence over trade agreements. Moreover, the Convention must not undermine existing tobacco control initiatives or regulations in any signatory state, nor prevent, preempt or discourage any party from taking stronger action than required by the FCTC. In order to make a strong and binding treaty, a series of specific commitments should feature within the convention; these include particularly • a ban on all forms of tobacco advertising and promotion, including brand stretching and all forms of electronic communication – such as the internet - without distinguishing advertising reportedly directed at adults and young people; • strong measures to combat tobacco smuggling including clear and effective judicial, legal and liability measures; this should include measures in the Convention on pack markings to indicate the origin and final destination of tobacco goods; • Prominent health warnings covering at least 50% of the pack in the main language of the country where the goods are to be sold; • A ban on all internet and mail order sales of tobacco products; • A ban on tax free sales of tobacco products; • An end to subsidies to tobacco growers with a special fund to help farmers make the transition to other activities. The European non governmental organisations call upon the EU Presidency to set up a transparent and permanent structure to inform NGOs on EU positions during and at the FCTC negotiations.
Sample 1
General Assemblies. The Company shall have a general assembly composed of all the Shareholders. The general assembly shall be convened at the invitation of the Board of Directors or the General Manager (as appliable) at least once a year within the four (4) months following the end of the financial year. The Board of Directors or the General Manager (as applicable) must invite the general assembly to convene if so required by the auditors or by a number of the Shareholders representing no less than 50% of the capital of the Company. The general assembly shall be convened at the Company's office or at any other office agreed by the Shareholders. [The general assembly may be convened and conducted by means of modern technology.] Invitations to attend the general assembly shall be made to Shareholders only by email to the email address stipulated in the Articles of Association or such other email address as may have been notified to the Company in writing at least twenty-one (21) calendar days before being convened. The invitation shall fix the venue and the date of the meeting and shall be accompanied with the agenda and a copy of the balance sheet. Every Shareholder shall have the right to attend the general assembly irrespective of the number of shares they own. A Shareholder may by proxy delegate another Shareholder, other than a Manager or Director, to represent them at the general assembly. Each Shareholder shall have a number of votes equal to the number of shares he owns or represents.
Sample 1
General Assemblies. The Company shall have a General Assembly composed of all the Shareholders. The General Assembly shall be convened at the invitation of the General Manager at least once a year during the four (4) months following the end of the financial year. The General Manager must invite the General Assembly to convene if so required by the Auditors or by a number of the Shareholders representing not less than one quarter of the capital of the Company. The General Assembly shall be convened at the Company's office or at any other office agreed by the Shareholders. Invitations to attend the General Assembly shall be in writing and delivered by hand delivery, facsimile or reputable overnight courier at least twenty-one (21) days before the meeting date. The invitation must include the place, date and time of the meeting. The agenda of the meeting as well as a copy of the balance sheet shall be attached with the invitation. Every Shareholder shall have the right to attend the General Assembly irrespective of the number of shares he owns. A Shareholder may by proxy delegate another Shareholder, other than the General Manager, to represent him at the General Assembly. Each Shareholder shall have a number of votes equal to the number of shares he owns or represents.
Sample 1
General Assemblies. 4.1. General assemblies shall be held as described in the Company's by-laws. Stockholders can validly vote in ordinary and extraordinary meetings only if holders representing at least seventy five percent of the capital shares are present or represented ("Quorum"). In the event that a Quorum is not present at the General Assembly upon first convocation, then the Board shall reconvene the General Assembly with 15 days notice. Such second General Assembly shall not require that a quorum be met. 4.2. Except as provided hereafter, all decisions of the General Assembly shall be decided by a seventy five percent majority. Unanimous approval of the General Assembly shall be required before any decisions are made concerning the following major issues: (1) amendment of the by-laws of the Company; (2) termination and dissolution of the Company; (3) merger of the Company with other legal entities; (4) transfers of a substantial part of the Company's assets or of its business; and (5) distributions of profits.
Sample 1

Related to General Assemblies

  • General Assembly In addition to the rules described in Section 6.2, the following rules apply:

  • General Assembly Appropriation The Recipient hereby acknowledges and agrees that the financial assistance provided under this Agreement is entirely subject to, and contingent upon, the availability of funds appropriated by the General Assembly for the purposes set forth in this Agreement and in Chapter 164 of the Revised Code. The Recipient further acknowledges and agrees that none of the duties and obligations imposed by this Agreement on the Director shall be binding until the Recipient has complied with all applicable provisions of Chapter 164 of the Revised Code and Chapter 164-1 of the Administrative Code and until the Recipient has acquired and committed all funds necessary for the full payment of the Matching Funds applicable to the Project.

  • General Assets All amounts credited in respect of the RSUs to the book-entry account under this Agreement shall continue for all purposes to be part of the general assets of the Company. The Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the Company.

  • APPLIANCES The Landlord shall: (check one) ☐ - Provide the following appliances: [ENTER APPLIANCES] ☐ - Not provide any appliances.

  • Accessories, Spare Parts and Tools Accessories, spare parts and tools dispatched with a piece of equipment, machine, apparatus or vehicle, which are part of the normal equipment and included in the price thereof or which are not separately invoiced, shall be regarded as one with the piece of equipment, machine, apparatus or vehicle in question.

  • Equipment and Tools 40.01 The Employer will make available all necessary tools and equipment it requires for the performance of work assignments at no cost to the employees. Such tools and equipment will remain the property of the Employer and the employees will be required to take reasonable care of this property and may be required to sign out certain equipment and tools.

  • Spares The Contractor shall ensure that the Contractor’s operational base at the Site is at all times stocked with spare parts for the Contractor's Equipment that meet the requirements of the Contract, together with all necessary or desirable packing and marking for that purpose and that such spare parts are sufficient to ensure that the Work /services can continue in the event of failure of the Contractor’s Equipment.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

  • Fabrication Making up data or results and recording or reporting them.

  • Spare Parts 14.1 As specified, the supplier may be required to provide any or all of the following materials, notifications, and information pertaining to spare parts manufactured or distributed by the supplier: (a) such spare parts as the purchaser may elect to purchase from the supplier, provided that this election shall not relieve the supplier of any warranty obligations under the contract and; (b) In the event of termination of production of the spare parts: (i) advance notification to the purchaser of the pending termination, in sufficient time to permit the purchaser to procure needed requirements and; (ii) Following such termination, furnishing at no cost to the purchaser, the blueprints, drawings, and specifications of the spare parts, if requested.