Matters Requiring Approval of Shareholders Sample Clauses

Matters Requiring Approval of Shareholders. 6.1.1 Till such time as AAI along AAI Nominees, in the aggregate hold at least ten (10) percent Equity Shares in the JVC, the JVC (or any of its Directors, officers, agents or representatives) shall not give effect to any decision or resolution in respect of the Reserved Shareholders Matters, unless the same is approved by the affirmative vote of AAI . 6.1.2 The Articles of Association of the JVC shall (a) expressly permit the proxies to vote at the JVC’s shareholders’ meetings; and (b) expressly permit the appointment of multiple proxies/representatives in respect of the JVC’s shares and specify the number of votes that each proxy is authorised to use.
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Matters Requiring Approval of Shareholders. 4.6.1 Any resolution of the Board of Directors relating to any of the following matters shall not be effective unless approved by all the Shareholders in writing: 4.6.1.1 subject to subsection 4.6.3 and Article 8 hereof, the sale or other disposition by the Corporation of any Molson Coors Shares owned, directly or indirectly, by it. For greater certainty, the exchange by the Corporation or by Subco of any Exchangeco Shares for Molson Coors US Shares shall be deemed to be a disposition for the purposes of the foregoing sentence. Notwithstanding the foregoing provisions of this Section 4.6. 1.1 but subject to Section 2.7 hereof, the President of the Corporation may, at his discretion, cause the sale for cash or cash equivalents of any Class B Exchangeco Shares owned by the Corporation or any subsidiary thereof or the exchange of such shares into shares of Molson Coors Class B Common Stock and the sale thereof for cash or cash equivalents, provided that the net proceeds thereof, after the establishment of reasonable reserves for taxes, expenses of sale and other appropriate reserves and after repayment of any then outstanding debt of the Corporation (including, without limitation, the Loan) are declared as dividends to the Shareholders in the then current proportions of the Agreed Ratio; 4.6.1.2 the issuance by the Corporation of any Shares, except as required pursuant to any of the Rollover Agreements; 4.6.1.3 the purchase, redemption or reduction by the Corporation of any of its issued Shares, other than as set out in Article 7 or Article 8 hereof; 4.6.1.4 the amendment or repeal of the Articles or Bylaws; 4.6.1.5 the voluntary liquidation or dissolution of the Corporation; 4.6.1.6 the incurrence of indebtedness for borrowed funds, other than with respect to the Loan or in the ordinary course of carrying out its principal purpose; 4.6.1.7 the making of any substantial change in the Corporation's principal purpose as set out in Article 3 hereof; and 4.6.1.8 any reduction of capital of the Corporation. 4.6.2 The provisions of subsection 4.6.1 above shall terminate and be of no further force and effect upon the death of Stephen T. Molson, save and except with respect to subsection 4.0.0.0 xxxxx xxxxh shall survive such event but only with respect to any amendments or the repeal of the Articles or Bylaws which affect any rights attaching to the Class A preferred shares or the Class N preferred shares in the share capital of the Corporation. 4.6.3 If the Corpora...
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Related to Matters Requiring Approval of Shareholders

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Matters Requiring Investor Director Approval So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Stockholders Approval This Agreement and the transactions contemplated hereby shall have been approved by the requisite affirmative vote of the holders of the outstanding shares of Seller Common Stock present and voting at the Seller Stockholders Meeting in accordance with applicable law.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • PROCEDURE FOR APPROVAL OF SETTLEMENT Acceptance of this Settlement Agreement shall be sought at a hearing of the Central Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Approval of Merger The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.

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