General Meeting of Shareholders. General Meetings of Shareholders shall be convened by Managing Partner or the Supervisory Board and for Ordinary General Meetings of Shareholders, decisions shall be adopted under statutory conditions, by a simple majority of the votes of those shareholders present or represented or, for Extraordinary Meetings of Shareholders, by a majority of two-thirds of the votes of those shareholders present or represented. General Meetings shall be held at the registered office or at any other location specified in the notice to attend. General Meetings shall be chaired by one of the Managing Partners appointed under the Memorandum and Articles of Association or, with Managing Partner’s consent, by the Chairman of the Supervisory Board; failing which, the General Meeting of Shareholders shall elect its own Chairman. Any shareholder or bearer of voting right certificates shall be entitled to attend General Meetings under statutory conditions and the terms and conditions hereof. Said persons may send their proxy form or postal vote for any General Meeting of Shareholders in writing or electronically, under statutory conditions. Managing Partner shall be entitled to accept any proxy form, voting form or certificate of attendance received or submitted up until the date of the General Meeting of Shareholders. By Managing Partner decision published in the notice of the meeting or notice to attend to use such means of telecommunication, shareholders and bearers of voting right certificates who attend the General Meeting of Shareholders via videoconference or by means of telephone conference enabling them to be identified shall be deemed to be present for the purpose of calculating the quorum and majority. Except when provided by law, each share and voting right certificate entitle to one voting right in the General Meetings. However, the holder of any fully paid share, held in the form of registered shares for at least two years in the name of a single holder, will be entitled to two voting rights per share, without any limitation. In case of capital increase, by incorporation of reserves, benefits or issue premiums, the double voting right is, as from the issuance date, attributed to the registered shares allocated to a shareholder as a consequence of former shares for which he benefits from a double voting right. In the event of any transfer following inheritance, liquidation of marital property between spouses or donation inter vivos in favour of a spouse or relative ent...
General Meeting of Shareholders. The Company shall hold no less than one general meeting of the shareholders in any given calendar year. Except as provided in this Section 6, all general meetings of the shareholders shall be governed by Applicable Law and the Memorandum of Association and Articles of Association. The Chairman of the Board shall preside at all general meetings of the shareholders provided that the Chairman of a general meeting shall not have a casting vote. If the Chairman is absent or fails to serve as the presiding officer at any such general meeting of the shareholders, a Director as may be mutually agreed by the shareholders shall preside in the Chairman’s place. To the extent permissible by Applicable Law, a shareholder may participate in a general meeting by means of a telephone or video conference.
General Meeting of Shareholders. The Company management board shall call a general meeting of the shareholders to be held as soon as possible after the Initial Closing and in any way no later than nineteen (19) days thereafter, in order to amend the terms and conditions of the 2003, 2004 and 2005 option plans so as to render them compatible with the Liquidity Agreement and the Purchaser shall vote in favor of such amendments during such general meeting.
General Meeting of Shareholders. (Convocation)
General Meeting of Shareholders. 14.1 The following resolutions of the general meeting of shareholders of the Company shall be adopted by (i) a simple majority of the votes validly cast at a meeting of shareholders of the Company including (ii) Investor’s Consent:
(a) issuance of Shares;
(b) limitation or exclusion of pre-emptive rights in respect of an issuance of Shares;
(c) transfer or revocation of the authority to issue Shares to another corporate body;
(d) acquisition or transfer of Shares or depository receipts thereof by the Company or any of its subsidiaries;
(e) reduction of the Company’s issued capital;
(f) amendment of the Articles;
(g) statutory merger or statutory demerger;
(h) dissolution of the Company; and
(i) the distribution of dividends.
14.2 A resolution to appoint, dismiss or suspend a statutory director (statutair bestuurder) shall be adopted by a 2/3 (two/thirds) majority of the votes validly cast at a meeting of shareholders of the Company in which at least 50% (fifty percent) of the issued and outstanding share capital of the Company is present.
14.3 The Parties hereby agree that the protective rights of the Investor set forth in Article 14.1 shall automatically lapse in the event at least 75% (seventy-five percent) of the Preferred Shares have been converted into Ordinary Shares.
General Meeting of Shareholders. 18.1. The Parties agree at any General Meeting of Shareholders of NewCo to exercise their voting powers in such manner that the agreements between the Parties herein recorded are performed. Any decisions at the General Meeting of Shareholders shall be taken in accordance with this Agreement, the Articles of Association and the provisions of the Spanish law.
18.2. The General Meeting shall only adopt valid resolutions on the following items if a quorum of 75% of the shares of NewCo are present or represented and if the votes are unanimous:
(a) Dissolution or liquidation of NewCo
(b) Alterations to the Articles of Association of NewCo
(c) Merger of NewCo or sale of all or substantially all of the assets of NewCo
(d) Payment of dividends, if the results are below 10% of the approved Budget results
(e) Appointment or dismissal of NewCo's auditor
(f) Relief of responsibility of each Board member and of the General Manager.
(g) Capital increase, decrease and any transfer of shares by the Parties, except as set forth in Section 8.1.
General Meeting of Shareholders. The general meeting of holders of A-Shares, B-Shares and C-Shares
General Meeting of Shareholders. 8.1 A general meeting of shareholders (“General Meeting”)of the JV shall decide on the matters required to be resolved by the shareholders under the laws of Japan and the Articles of Incorporation of the JV attached hereto (Appendix 8.1).
8.2 No business shall be transacted at any General Meeting unless a quorum is present at the time when the General Meeting proceeds to business. The quorum for any General Meeting shall comprise more than seventy percent (70%) of the issued shares in the JV.
8.3 All resolutions passed at a General Meeting shall be passed as ordinary resolutions by a simple majority of votes of those shareholders present at such General Meeting in person or represented by proxy, provided that resolutions of those shareholders present on the following matters from 8.3.1 through 8.3.4 shall require a unanimous resolution and 8.3.5 and thereafter shall require a majority of not less than “***” of the votes of such Shareholders present in person or represented by proxy at a General Meeting:
8.3.1 amalgamation or merger of the JV with another corporation;
8.3.2 dissolution of the JV; *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION.
8.3.3 amendment to the Articles of Incorporation;
8.3.4 transfer of all or a major part of the assets and/or the business and undertaking of the JV to any third party;
8.3.5 change of company name;
8.3.6 change of location of registered head office; and
8.3.7 any other matter which requires a special resolution of the Shareholders under Japanese law.
8.4 An ordinary General Meeting shall be convened by the board of directors and shall be held once a year. The board of directors shall convene an extraordinary General Meeting when it deems such meeting necessary or at the written request of a shareholder. Unless all the JV Parties attend the General Meeting and agree otherwise, at least fourteen (14) days prior written notice of a General Meeting shall be given to the shareholders. The notice shall set out the business to be dealt with at the General Meeting and shall, where it is proposed to pass a special resolution at such meeting, set out the text of the special resolution to be passed at the meeting.
General Meeting of Shareholders. An annual general meeting of the Shareholders shall be held not later than 6 (six) calendar months from the end of every Financial Year unless otherwise agreed to by the Shareholders as per the provisions of Applicable Law. Subject to the foregoing, the Board, on its own or at the request of the Shareholders in accordance with Applicable Law, may convene an extraordinary general meeting of the Shareholders, whenever it may deem appropriate.
General Meeting of Shareholders. The Company will use reasonable efforts to convene a general meeting of its shareholders as soon as possible and in any event not later than sixty (60) days following the date of this Agreement (and ninety (90) days if the SEC elects to review the Company’s proxy materials), to approve, among other things, the terms of this Agreement (the “Shareholders Meeting”). The proxy statement materials will be provided to the Lead Investor and the other Investors for their review.
