Important Matters. You must be informed of any material changes to the information referred to herein. If the information was given orally, it must be confirmed in writing within 30 days. • If any complaint to the Financial Services Provider or the insurer is not resolved to your satisfaction, you may submit the complaint to the Long- Term insurance Ombudsman or the FAIS Ombud. If your premium is paid by means of debit order: o It may only be in favour of one legal entity or person and may not be transferred without your approval; and o The insurer must inform you at least 30 days before the cancellation thereof, in writing, of its intention to cancel cover. • Your insurer must give reasons for the rejection of your claim. • Your insurer may not cancel your insurance merely by informing your Financial Services Provider. There is an obligation to make sure that the notice has been sent to you. You are entitled to a copy of the policy free of charge. • You are entitled to a copy of the voice log of the sale. • Polygraphs or similar tests are not obligatory and claims may not be rejected solely on the basis of a failure of such test. • Should you have any complaints about the availability or adequacy of information required to be provided herein, please bring this to attention on 0861 990 000. • Your policy document contains the name, class and type of policy as well as details of procedures to follow in the event of a claim. Should anything not be clear, please contact The Unlimited on the numbers provided above.
Important Matters. In addition to the matters required by the Articles, By-Laws or applicable law, the following matters considered by the Board of Directors shall, except to the extent the Board of Directors of SGRP or any Committee thereof may have sole authority or responsibility for any such matter under SGRP's policies and other governing documents, Nasdaq or SEC rules or applicable law, require the affirmative vote of more than two-thirds of the Directors:
1. any action by the Members or Board of Directors for any matter as provided in Article 12 hereof;
2. any investment or commitment to invest in any capital or financial asset by the New Company in amounts individually in excess of US$50,000 or in the aggregate in excess of US$100,000;
3. any loan borrowed or committed or other credit received by New Company (other than trade credit in the normal course) in amounts individually in excess of US$50,000 or in the aggregate in excess of US$100,000;
4. execution, amendment or termination of the New Company's agreements or commitments with NMA, SPAR or their subsidiaries or affiliates other than terminations as scheduled or on default in accordance with their respective terms;
5. adoption or amendment of the annual budgets and business plan of the New Company, provided that they have been adopted as and when required by SGRP;
6. adoption or any material modification of major regulations or procedures inconsistent in any way with those of SGRP, including any employee rules or handbook;
7. initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed to the New Company in excess of US$50,000;
8. any sale or disposition of or granting a lien, security interest or similar obligation (other than pursuant to any permitted financing) with respect to, any material asset of the New Company, whether in one or a series of related transactions, other than collection of receivables in the normal course and grants of liens, security interests and similar obligations pursuant to any permitted financing;
9. formation of any subsidiary of New Company, entry into (or subsequent termination of) any joint venture, partnership or similar agreements in which the New Company is a Member;
10. entering into, amending or terminating any contract with/or commitment to any Director or Member other than terminations as scheduled or on default in accordance with their respective terms; and
11. entering into any agreement or commit...
Important Matters. Section 2.07 Matters Subject to EBI's Veto Rights................... 7 ARTICLE III ACCOUNTING................................................... 7 Section 3.01 Fiscal Year............................................ 7 Section 3.02 Accounting, Inspection of Records, Etc................. 7
Important Matters. Any of the actions or matters set forth below shall not be taken or conducted without the prior approval of the Board of Directors, or if any of such actions or matters requires an approval of the shareholders, such actions or matters shall be first approved by the Board of Directors prior to the submission to the meeting of the shareholders for their approval:
(1) Approval of the five (5) year plan, the annual business plan (including store opening plan, capital plan, fund raising plan and budget for all plans), financial statements or declaration of a dividend;
(2) Extending credit to any party in an amount exceeding Japanese Yen one hundred million (100,000,000 Japanese Yen), except those given in the ordinary course of business to customers of NEWCO;
(3) Making any loan to, or providing a guarantee in favor of, any party;
(4) Acquisition or disposition of assets or property other than in the ordinary course of business exceeding the amount contemplated in the approved annual business plan by more than twenty-five percent (25%);
(5) Borrowing of money exceeding the amount contemplated in the approved annual business plan by more than twenty-five percent (25%);
(6) The election, dismissal and compensation of the President, Vice President and the Representative Director of NEWCO;
(7) Important contract or agreement or any amendment thereto or renewal thereof; and
(8) Other items to be submitted for approval at meeting of shareholders.
Important Matters. 8.1 For so long as any Shareholder owns directly or indirectly fifteen per cent (15%) or more of the total number of the Shares a decision relating to any of the following matters shall require the unanimous approval (which is not to be unreasonably withheld) of such Shareholder's Directors at the relevant Board meeting (and when necessary the unanimous approval (which is not to be unreasonably withheld) of such Shareholders at a Shareholders meeting) and the Shareholders shall exercise all voting rights and other powers of control available to them in relation to the Company and the Directors so as to procure (insofar as they are able by the exercise of such rights) that the Company shall not without such approval:
(a) approve any Business Plan for the Company or implement any material amendment to or material departure from the same save that no approval shall be necessary where any amendment, variation or departure does not exceed in any one year an aggregate amount equal to ten per cent (10%) of the amounts of the Operating Expenses for the particular year as set out in the Initial Business Plan for the period of five (5) years from the date of this Agreement and thereafter five per cent (5%) of the amounts of the Operating Expenses of the Company for that particular year;
(b) approve any third party who is to become a Shareholder (either by acquiring, issued or granted an option to acquire Shares) other than either an
Important Matters. In addition to such matters as required by the Articles of Incorporation of New Company or the Commercial Code, any resolutions of the following matters by the General Meeting of Shareholders require the presence and the affirmative vote of shareholders holding at least 2/3 of the capital.
1. any amendment or modification of the Articles of Incorporation;
2. increase or decrease in the authorized capital or paid-in capital;
3. issuance of new shares or any other kind of equity securities or instruments convertible into equity securities or the decision to undertake a Public Offering (as defined on Article 29);
4. issuance of debentures;
5. transfer of any part or whole of business;
6. any and all matters relating to dividends of New Company;
7. dissolution or amalgamation;
8. change in number or length of tenure of Directors;
Important Matters. In addition to such matter as required by Articles of Incorporation of New Company, the following matters of the Board of Directors meeting shall require the affirmative vote of more than two-thirds of the votes of the Directors:
1. Any proposal to the General Meeting of Shareholders or action by the Board of Directors for the matters as provided in Article 11 hereof;
2. any investment or commitment of New Company in amounts individually in excess of $100,000 (one hundred thousand USD or in the aggregate in excess of $100,000 (one hundred thousand USD);
3. any loan or credit taken by New Company
4. execution, amendment or termination of agreements or commitments with CEO, SPAR or their subsidiaries or affiliates;
5. adoption or amendment of the annual budgets and business plan subject to consequent approval by the Shareholder's General Meeting;
6. adoption or any material modification of major regulations or procedures, including any employee rules or handbook;
7. change of the auditing firm as provided in Article 20;
8. initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed to the New Company in excess of $100,000 (one hundred thousand USD);
9. preparation of annual closing of the books of New Company and the New Company's annual financial statements, and changing of accounting policies and practices
10. establishment or amendment to the condition of employment of New Company officers, provided that the affirmatives vote of SPAR-nominated Directors shall not be withheld unreasonably;
11. No sale at disposition of or granting a lien, security interest or similar obligation with respect to, in one or a series of related transactions of New Company or with respect to any major strategic asset of New Company that crucial to New Company' business;
Important Matters. In addition to such matters as required by the Articles of Association of SPAR China and the Companies Ordinance (Chapter 32, Laws of Hong Kong), any resolutions of the following matters by the General Meeting of shareholders require the affirmative vote of at lease three quarters of the votes of the shareholders present:
1. any amendment or modification of the Articles of Association;
2. increase or decrease in the authorized capital or paid-up capital;
3. issuance of new shares or any other kind of equity securities or instruments convertible into equity securities or the decision to undertake a Public Offering (as defined in Article 30);
4. issuance of debentures;
5. transfer of any part or whole of business
6. any and all matters relating to dividends of SPAR China;
Important Matters. In addition to such matters as required by the Articles of Association of SPAR China, the following matters of the Board of Directors meeting shall require the unanimous vote of all Directors:
1. Any proposal to the shareholders or action by the Board of Directors for the matters as provided in Article 12 hereof;
2. any investment or commitment of SPAR China in amounts individually in excess of HK $200,000.00 or in the aggregate in excess of HK$400,000.00;
3. any loan or credit taken by SPAR China;
4. execution, amendment or termination of agreements or commitments with XXXX, SPAR or their subsidiaries or affiliates;
5. adoption or amendment of the annual budgets and business plan;
6. adoption or any material modification of major regulations or procedures, including any employee rules or handbook;
7. change of the auditing firm as provided in Article 21;
8. initiating or settling any litigation, arbitration or other formal dispute settlement procedures or forgiveness of any obligation owed to SPAR China in excess of HK$200,000.00;
Important Matters. In addition to such matters as required by the Articles of Association of New Company or the applicable laws in Lithuania, any resolutions of the following matters by the General Meeting of Shareholders require the affirmative vote of shareholders representing at least two-thirds of the shares present or represented at meeting for which there is quorum:
1. any amendment or modification of the Articles of Association;
2. increase, decrease or change of structure in the authorized capital, but only subject to provisions of Chapter VI;
3. issuance of new shares or any other kind of equity securities or instruments convertible into equity securities or the decision to undertake a Public Offering (as defined on Article 30);
4. issuance of debentures;
5. transfer of any part or whole of business;
6. approval, rejection or change of the balance sheet, profit assignment and dividends of New Company;
7. splitting, dissolution or amalgamation;
8. dismissal, replacement, change of powers, change in number or length of tenure of Directors, subject to the rights of Lithuanian Partner and SPAR under Article 13.
