General Meetings of Shareholders. 8.2.1. An annual general meeting of Shareholders will be held within three (3) months after the close of each fiscal year of the Company. An extraordinary general meeting of Shareholders may be held at any time pursuant to a resolution of the Board or by notice of either Shareholder to the other, with a copy of the notice being provided to the Board.
8.2.2. In convening a general meeting of Shareholders, a written notice (in English) stating the agenda, date, time and place of the meeting will be sent to all of the Shareholders at least fourteen (14) days prior to the date of such meeting. Each notice of a general meeting of Shareholders will be accompanied by a copy of all reports and materials that are necessary or appropriate for prior review and consideration by the Shareholders of the matters on the agenda. The notice period set forth herein may be shortened or omitted with the written consent of all of the Shareholders.
8.2.3. The Chairman will preside over each general meeting of Shareholders as chairman. In the event the Chairman is unable or unwilling to perform such duty with respect to a general meeting of Shareholders, a Director or an officer appointed by an affirmative vote of a majority of the Shares represented in person or by proxy at such meeting will preside over each general meeting of Shareholders as chairman of such meeting.
8.2.4. General meetings of Shareholders will be conducted in English. The Company will provide such support as is necessary to ensure that all participants are able to fully understand and participate in the meetings.
General Meetings of Shareholders. (a) The Syngenta Board shall invite for the ordinary general meeting of shareholders of Syngenta scheduled to be held on April 26, 2016 (the Ordinary General Meeting), in accordance with applicable laws and put to a vote of the Ordinary General Meeting the agenda items and proposals set forth in Annex 4.5(a).
(b) ChemChina and BidCo shall have the right to attend, and shall be invited by Syngenta to, any general meeting of shareholders of Syngenta after the date hereof and during the term of this Agreement.
(c) The Syngenta Board shall recommend the rejection of any items put on the agenda of the Ordinary General Meeting or the Extraordinary General Meeting by a requesting third party shareholder unless such item has no impact whatsoever on the Offer.
General Meetings of Shareholders. (a) An annual General Meeting of Shareholders shall be held within three (3) months from the date immediately following the last day of each fiscal Year of the Company. A special General Meeting of Shareholders may be held at any time and may be called by a resolution of the Board of Directors or in any other manner permitted by the Companies Act or the Articles. All General Meetings of Shareholders shall be called and held in accordance with the Articles and the Companies Act. The General Meetings of Shareholders may be held at the Company’s principal office or at any other location, or, if all the Shareholders agree, and to the extent then permitted by the Companies Act, by telecommunications conferences by means of which all persons participating in the meeting can hear and be heard by each other, provided that such communications equipment continues to be operational throughout the meeting. To the extent then permitted by the Companies Act, the Shareholders may by unanimous written consent effect any resolution that could otherwise be resolved at a meeting of the Shareholders.
(b) Except as otherwise provided in this Agreement, each Shareholder shall be entitled to one vote for each Share owned by such Shareholder.
(c) The minutes of every General Meeting of Shareholders shall be kept with the· Company’s records referred to in Section 5.5 (Records).
(d) The quorum necessary for any General Meeting of Shareholders shall be those Persons entitled to cast all of the votes held by the Shareholders. A quorum shall be deemed not to be present at any meeting for which notice was not properly given under the Articles or the Companies Act, unless the Shareholder as to whom such notice was not properly given attends such meeting without protesting the lack of notice or duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting.
General Meetings of Shareholders. (Assembleia Geral)
Section 8. A General Meeting of shareholders shall be held, ordinarily, within the first four (4) months following the end of the fiscal year, to consider the matters set out in article 132 of Law 6,404/76 and, extraordinarily, when the Company’s interests, these Bylaws, and/or the law requires.
§1. Subject to the provisions of the sole paragraph of article 123 of Law 6,404/76, General Meetings of shareholders shall be called by the Chairman of the Board of Directors. Regardless of the formalities for calling shareholders’ meetings, any meeting at which all shareholders are present shall be deemed to have been regularly called.
§2. The General Meetings shall be chaired by the Chairman or, in his or her absence or impediment, by any member of the Board of Directors appointed by the Chairman or, in case the Chairman fails to do so, by any Board member appointed by shareholders representing, at least, the majority of the voting capital stock present at the General Meeting of Shareholders. The secretary of the General Meetings of Shareholders shall be appointed by the person chairing the meeting.
§3. Shareholders may be represented at General Meetings of Shareholders by proxies appointed in the manner provided for in article 126, paragraph 1 of Law 6,404/76, and the instruments which formalize such proxies shall be deposited in the Company’s headquarters at least twenty four (24) hours before the time scheduled for the General Meetings of shareholders.
Section 9. Except when a higher voting percentage is required by Law 6,404/76 or by a Shareholders’ Agreement, resolutions at General Shareholders’ Meetings shall be approved by the affirmative vote of shareholders representing the majority of the shareholders present at the meeting. In either case, blank votes shall not be computed.
General Meetings of Shareholders. (a) An annual General Meeting of Shareholders shall be held within three (3) months from the date immediately following the last day of each Fiscal Year of the Company. A special General Meeting of Shareholders may be held at any time and may be called by a resolution of the Board of Directors or in any other manner permitted by the Companies Act or the Articles. All General Meetings of Shareholders shall be called and held in accordance with the Articles and the Companies Act. The General Meetings of Shareholders may be held at the Company’s principal office or at any other location, or, if all the Shareholders agree, and to the extent then permitted by the Companies Act, by telecommunications conferences by means of which all persons participating in the meeting can hear and be heard by each other, provided that such communications equipment continues to be operational throughout the meeting. To the extent then permitted by the Companies Act, the Shareholders may by unanimous written consent effect any resolution that could otherwise be resolved at a meeting of the Shareholders.
General Meetings of Shareholders. (a) The Parties shall cause the Board of Directors to decide the time and place for convening all general meetings of shareholders in accordance with Korean law and shall give notice to the shareholders thereof as set forth in the Articles of Incorporation of the JVC. The Representative Director shall serve as the presiding officer of general meetings of shareholders. If the Representative Director is absent or fails to so serve, one of the other directors nominated by VaxGen shall act as chair.
(b) The Parties agree that the following matters shall require the affirmative vote of shareholders holding at least two-thirds of the total voting Shares represented at a general shareholder meeting, provided that the affirmative vote represents at least one-half of the total issued and outstanding Shares:
(i) Amendment of the Articles of Incorporation;
(ii) Merger, consolidation, sale or transfer of the whole or of an important part of the business or assets of the JVC, including the sale, transfer, or license of intellectual property other than in the ordinary course of business;
(iii) Repurchase or redemption of equity securities, or payment of dividends or other distributions on equity securities, except as provided herein and except for repurchases of stock held by officers, employees, directors, or consultants of the Company pursuant to agreement approved by the Board of Directors;
(iv) Dissolution, liquidation, recapitalization, or reorganization of the JVC;
(v) Any fundamental change in the business or amendment to a business plan approved by the Board of Directors;
(vi) Making, altering, or rescinding a contract for leasing the whole business, for giving authority to manage such business, or for sharing with another person all profits and losses;
(vii) Assuming the entire business of another company in excess of US $1,000,000;
(viii) Entering into an agreement within two years of incorporation to acquire, for value equivalent to not less that one-twentieth of the capital of the JVC, property existing prior to its incorporation and intended to be continuously used for purposes of the business;
(ix) Removal of a director or a statutory auditor or the representative director;
(x) Issuance of Shares or any other shares of the JVC at a price less than Par Value; (xi) Reduction of paid-in capital;
General Meetings of Shareholders. (a) The Parties shall cause the Board to decide the time and place for convening all general meetings of shareholders in accordance with the laws of the Republic of Korean and shall give notice to the shareholders thereof as set forth in the Articles of Incorporation of the JVC. The Representative Director shall serve as the presiding officer of general meetings of
General Meetings of Shareholders. 4.1.6.1 The Shareholders will exercise their rights at general meetings of the Shareholders (each a "General Meeting"). At General Meetings the Shareholders can in accordance with applicable corporate law address and decide on:
(a) the adoption of the annual accounts of the Nordic RCC;
(b) the appropriation of profit or loss as covered in the annual accounts of the Nordic RCC;
(c) subject to the mandatory requirements in ElReg, any amendments to the Articles of Association of the Nordic RCC;
(d) the appointment of members to the Board of Directors of the Nordic RCC;
(e) the appointment of the statutory auditor of the Nordic RCC; and
(f) subject to the mandatory requirements in ElReg, any other matters that pursuant to the Articles of Asso- ciation of the Nordic RCC, any applicable agreements between the Shareholders or applicable law shall and can be determined by the General Meeting.
4.1.6.2 The matters referred to in section 4.1.6.1 (a) - (e) above are matters that according to applicable corporate law are mandatory for the Shareholders to decide upon. Any decision made by the Shareholders must be made hav- ing due regard to applicable law (including ElReg). Consequently, the Shareholders cannot decide to amend the Articles of Association so that they will no longer be in compliance with applicable law and, thus, the Shareholders cannot through the Articles of Association interfere with the independence of the Board of Directors and the Chief Executive Officer in their determination of how to best carry out their duties and responsibilities.
4.1.6.3 With respect to matters referred to in section 4.1.6.1 (f) above, the Shareholders have decided that certain mat- ters of material importance shall be decided by the Shareholders. These matters include decisions on dissolving the Nordic RCC, converting the Nordic RCC into a different legal form and decisions on a Shareholder's transfer of shares. These matters do not interfere with the responsibilities and duties of the Board of Directors and/or the Chief Executive Officer and, thereby, does not interfere with the independence of the Board of Directors and the Chief Executive Officer in their determination of how to best carry out their duties and responsibilities.
4.1.6.4 Any business transacted by the General Meeting shall be decided by a majority of 3/4 votes, unless otherwise required by mandatory law.
General Meetings of Shareholders. 9.1 The Board of Directors shall decide the time and place for convening all meetings of the shareholders subject to the Articles of Incorporation and applicable requirements of Korean law.
9.2 The Ordinary General Meeting of Shareholders shall be held within three (3) months after the end of each fiscal year.
General Meetings of Shareholders. All general or extraordinary meetings of the Shareholders (“General Meetings”) will take place in accordance with the following:
