Matters Requiring Special Shareholder Approval Sample Clauses

Matters Requiring Special Shareholder Approval. In addition to any other approval or consent required by applicable law or by this Agreement, the Corporation (and any Subsidiary, as applicable) may not make a decision about, take action on, enter into any agreement or other commitment to effect, or implement any of the following without the approval or written consent of Shareholders holding 66 2/3% of the voting rights attached to all of the Shares: 5.5.1 Amending, replacing or superseding the articles of the Corporation, except to (i) resolve any conflict in favour of this Agreement, (ii) change the name of the Corporation or (iii) change the registered office of the Corporation within Canada. 5.5.2 Amending or revoking the by-laws of the Corporation in whole or in part or enacting any additional by-law, except to resolve any conflict in favour of this Agreement. 5.5.3 Changing the location of the registered or head office of the Corporation.
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Matters Requiring Special Shareholder Approval. The parties will ensure that the following only occur where approved by a Special Resolution: Material transaction: any Major Transaction or transaction involving the disposal of a significant proportion of the Company's assets which are integral to the operation of the Business; Business: any significant change in the nature of the Company's business (whether by acquisition or otherwise); and Related party transactions: any transaction between the Company and any holder of Securities, Director, officer or employee of the Company or any Associate of any of them, unless that transaction has been approved by a unanimous resolution of all of the Directors (including at least one Director who is not interested in the transaction).
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Matters Requiring Special Shareholder Approval. In addition to the requirements of clause 9.12 the parties will ensure that the following only occur where approved by a Special Resolution:
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Matters Requiring Special Shareholder Approval. In addition to the requirements of clause 9.13 the parties will ensure that the following only occur where approved by a Special Resolution: Material Transaction: any Major Transaction or transaction involving the disposal of a significant proportion of the Company's assets which are integral to the operation of the Business; Business: any significant change in the nature of the Company's business (whether by acquisition or otherwise); and Related Party Transactions: any transaction between the Company and any holder of Securities, Director, officer or employee of the Company or any Associate of any of them, unless that transaction has been approved by a unanimous resolution of all of the Directors (including at least one Director who is not interested in the transaction). MANAGEMENT OF THE COMPANY General Management: The management structure of the Company will be determined by the Board from time to time. [Managing Director][CEO]: The [Managing Director][Chief Executive Officer] will have responsibility for the day to day management of the Company in accordance with, and subject to directions and requirements specified by, the Board from time to time.
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Matters Requiring Special Shareholder Approval. Without limiting the generality of the foregoing, this by-law shall also provide that there shall be no by-law, resolution or act of the Shareholders, directors or officers of the Corporation having any of the following objects or purposes unless favourably voted upon at a meeting of the Board, and ratified and confirmed by a resolution of the holders of seventy percent (70%) of the Voting Shares: 8.3.1 an increase or decrease in the number of directors of the Corporation, except as provided for in this Agreement; 8.3.2 the filing of Articles of Amendment or Articles of Amalgamation by the Corporation; 8.3.3 an increase or decrease or alteration in the share capital of the Corporation; 8.3.4 changes in the remuneration paid to the Shareholders, directors or officers of the Corporation or to Persons Related or Affiliated to the Shareholders, directors or officers of the Corporation, except for increases in Raja Tuli's remuneration based on the percentage increases in the Consumer Price Index as provided in the employment agreement entered into between the Corporation and Raja Tuli on the date hereof; or changes in the remuneration pxxx xx xxy employees of the Corporation which would cause such employee's annual remuneration to exceed $80,000; 8.3.5 payment of bonuses or other benefits to Shareholders, directors or officers of the Corporation or to Persons Related or Affiliated to the Shareholders, directors or officers of the Corporation; 8.3.6 granting or repayment of any loan to Shareholders, directors or officers of the Corporation or to Persons Related or Affiliated to Shareholders, directors or officers of the Corporation; 8.3.7 guaranteeing any obligations of Shareholders, directors or officers of the Corporation or of Persons Related or Affiliated to Shareholders, directors or officers of the Corporation; 8.3.8 the sale, issue or allotment of Shares from the treasury of the Corporation, or the granting of options or warrants allowing for the subscription thereof; 8.3.9 the transfer of Shares, except as provided in this Agreement and the Stock Exchange Agreement; 8.3.10 the purchase or sale of any immoveable property on behalf of the Corporation; 8.3.11 an assignment under the Bankruptcy and Insolvency Act or a proposal made thereunder, or recourse to any other measure designed for the protection of insolvent debtors pursuant to any other legislation in connection with insolvency; 8.3.12 the judicial or voluntary winding-up of the Corporation or the l...
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Matters Requiring Special Shareholder Approval 
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Related to Matters Requiring Special Shareholder Approval

  • 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.

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

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

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

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

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Shareholder Approvals (a) Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to its shareholders adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein, as required by this Section 6.01(c) (the “Peoples Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and during the Peoples Meeting recommend the approval and adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Limestone or take any other action or make any other public statement inconsistent with such recommendation.

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

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • Shareholders' Approval If required by applicable law in order to consummate the Merger: (a) The Company shall, at the direction of Buyer, cause a meeting of its shareholders (the "Company Shareholders' Meeting") to be duly called and held as soon as practicable following the consummation of the Offer (which shall include acceptance for payment of and payment for all Common Shares duly tendered) for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "Company Shareholder Approval"). The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice of, and convene the Company Shareholders' Meeting. (b) The Company shall, at the direction of Buyer, solicit from holders of Common Shares entitled to vote at the Company Shareholders' Meeting proxies in favor of the Company Shareholder Approval and shall take all other action necessary or, in the judgment of Buyer, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (c) The Company shall, at the direction of Buyer, as promptly as practicable following the consummation of the Offer prepare and file, a proxy or information statement relating to Company Shareholders' Meeting (together with all amendments, supplements and exhibits thereto, the "Proxy Statement") with the SEC and will use all commercially reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practical time. The Company will notify Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information

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