Common use of General Meeting of Shareholders Clause in Contracts

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 entitled to inherit, the right remains acquired and the period hereinabove referred to is not interrupted. The double voting right is cancelled ipso jure of any share transferred for any other cause. In case of division of shares and voting right cer tificates ownership, the voting right attached to the share or to the voting right certificate is exercised by the bare owner, except on decisions relating to the appropriation of income, where it is exercised by the beneficial owner Except for the appointment and removal from office of members of the Supervisory Board, the appointment and removal from office of the Statutory Auditors, the distribution of annual dividends and the approval of agreements requiring authorisation, no decision shall be validly taken by the General Meeting of Shareholders unless it is approved by the general partners in principle before the General Meeting of Shareholders and, in any event, no later than the close of said meeting.

Appears in 6 contracts

Samples: Memorandum and Articles of Association, Memorandum and Articles of Association, Memorandum and Articles of Association

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General Meeting of Shareholders. General Meetings of Shareholders shall be are convened by the Managing Partner or by the Supervisory Board and decisions are made, in the conditions provided for Ordinary General Meetings of Shareholders, decisions shall be adopted under statutory conditionsby law, by a simple majority of the votes of those cast by shareholders present attending or represented orat the meeting in the case of an Ordinary General Meetings, for Extraordinary Meetings of Shareholders, and by a two thirds majority of two-thirds of the votes cast by shareholders attending or represented at the meeting in the case of those shareholders present or representedan Extraordinary General Meetings. 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 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 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 Shareholdersshareholders. 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 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 entitles 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 entitled to inherit, the right remains acquired and the period hereinabove referred to is not interrupted. The double voting right is cancelled ipso jure of any share transferred for any other cause. In case of division of shares and voting right cer tificates ownership, the voting right attached to the share or to the voting right certificate is exercised by the bare owner, except on decisions relating to the appropriation of income, where it is exercised by the beneficial owner Except for the appointment and removal from office of members of the Supervisory Board, the appointment and removal from office of the Statutory Auditors, the distribution of annual dividends and the approval of agreements requiring authorisation, no decision shall be validly taken by the General Meeting of Shareholders shareholders unless it is approved by the general partners in principle before the General Meeting of Shareholders shareholders and, in any event, no later than the close of said meeting.

Appears in 1 contract

Samples: Memorandum and Articles of Association

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General Meeting of Shareholders. General Meetings of Shareholders shall be are convened by the Managing Partner or by the Supervisory Board and decisions are made, in the conditions provided for Ordinary General Meetings of Shareholders, decisions shall be adopted under statutory conditionsby law, by a simple majority of the votes of those cast by shareholders present attending or represented orat the meeting in the case of an Ordinary General Meetings, for Extraordinary Meetings of Shareholders, and by a two thirds majority of two-thirds of the votes cast by shareholders attending or represented at the meeting in the case of those shareholders present or representedan Extraordinary General Meetings. 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 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 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 Shareholdersshareholders. 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 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 shareentitles 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 entitled to inherit, the right remains acquired and the period hereinabove referred to is not interrupted. The double voting right is cancelled ipso jure of any share transferred for any other cause. In case of division of shares and voting right cer tificates ownership, the voting right attached to the share or to the voting right certificate is exercised by the bare owner, except on decisions relating to the appropriation of income, where it is exercised by the beneficial owner Except for the appointment and removal from office of members of the Supervisory Board, the appointment and removal from office of the Statutory Auditors, the distribution of annual dividends and the approval of agreements requiring authorisation, no decision shall be validly taken by the General Meeting of Shareholders shareholders unless it is approved by the general partners in principle before the General Meeting of Shareholders shareholders and, in any event, no later than the close of said meeting.

Appears in 1 contract

Samples: Memorandum and Articles of Association

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