Common use of Meetings of the Shareholders Clause in Contracts

Meetings of the Shareholders. (a) All meetings of the Shareholders shall be held at the registered office of the Company, as set forth in Section 1.2 hereof, or at such other place as may be specified in the notice of the meeting. (b) A regular meeting of the Shareholders shall be called by the Board of Directors and held at least once annually for the election of Directors and the transaction of other business. Special meetings of the Shareholders may be called by the Board of Directors or by any one or more of the Shareholders. Business conducted at a special meeting shall be confined to the objects stated in the notice of such meeting. Notice of any such regular or special meeting shall be given to all Shareholders not less than three (3) Business Days nor more than ten (10) Business Days before the date of such meeting, which notice shall state the nature of the business to be transacted. Shareholders may vote in person or by proxy at such meeting. Whenever the vote or consent of Shareholders is permitted or required under this Operating Agreement or by law, such vote or consent may be given by the Shareholders at a meeting of Shareholders or may be given in accordance with the procedure described in Section 2.6 hereof. Except as otherwise expressly provided in this Operating Agreement, the vote of a Majority in Interest of the Shareholders shall control. (c) Nominations of candidates for the position of a Class A Director may be made by the Board of Directors or any holder of Class A Shares, but not Class B Shares. Nominations of candidates for the position of the Class B Director will be made by any holder of Class B Shares, but not Class A Shares. Any such nomination by a Shareholder shall be made by notice in writing to be delivered or mailed to the Board of Directors at least twenty (20) Business Days prior to the date of the annual meeting as established by the Board of Directors. (d) Each Shareholder shall have one (1) vote for each Share held by such Person, except that, with respect to the election of Directors, only the holders of Class A Shares shall be entitled to elect (or remove) the Class A Directors of the Company, and only the holders of Class B Shares shall be entitled to elect (or remove) the Class B Director. Directors shall be elected by a Majority in Interest of their respective class, and may be removed, with or without cause, by the vote of a Majority in Interest of the Shareholders of the class that elected the Director at a special meeting called for such purpose (or by the written consent of the Shareholders of that class holding a Majority in Interest). (e) Each Shareholder may authorize any Person to act for him by proxy on all matters in which such Shareholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Shareholder or his attorney-in-fact and delivered to the Board of Directors before the meeting at which the proxy will be exercised. No proxy shall be valid after the expiration of eleven (11) months from the date thereof and every proxy shall be revocable at the pleasure of the Shareholder executing it upon written notice of such revocation being given to the Board of Directors. (f) Each meeting of the Shareholders shall be conducted by the President, or such other Person as the Board of Directors may appoint, pursuant to such rules for the conduct of the meeting as the Board of Directors deems appropriate. (g) At each meeting of Shareholders, a list of the Shareholders arranged alphabetically and certified by the Secretary, showing the number of Shares held by each such Shareholder on the record date for the meeting, shall be produced on the request of any Shareholder. (h) Any number of Shareholders, together holding at least a majority of the outstanding Shares, who are present in person or represented by proxy at such meeting shall constitute a quorum for the transaction of business despite the subsequent withdrawal or refusal to vote of any Shareholder; provided, however, that with respect to any action to be taken by the vote of a specific class of Shares, a quorum for such action shall be determined only among the holders of Shares of that class. (i) If less than a quorum is in attendance at any time for which a meeting is called, the meeting may, after the lapse of at least one-half hour, be adjourned by a majority in interest of the Shareholders present or represented at such meeting. If notice of the adjournment of the meeting is sent to the Shareholders, stating the date the meeting will reconvene, the purpose or purposes of the meeting and that the previous meeting failed for lack of a quorum, then any number of Shareholders, present in person or represented by proxy, and together holding at least two-fifths of the outstanding Shares shall constitute a quorum at the reconvened meeting provided that a majority of such Shareholders are the holders of Class A Shares.

Meetings of the Shareholders. (a) All meetings 5.4.1 Subject to the terms of this Section 5.4.1, the presence of Shareholders holding 25% of the voting rights attached to all of the Shares, which must include ABI and Serruya, as long as ABI and Serruya are Shareholders, will be required to constitute a quorum at any meeting of the Shareholders. If a quorum is not present at the start of a meeting, the Shareholders present may not transact any business, and those Shareholders will be deemed to have adjourned that meeting to the same time and place three Business Days following the date on which the meeting was originally called. If a quorum is not present at the adjourned meeting because of the refusal, with no legitimate excuse, of one or more Shareholders to attend, then the Shareholders who are present will be deemed to constitute a quorum whether or not ABI and Serruya is present and may, subject to Section 5.5, transact all business which a full quorum may have transacted with respect to the matters set out in the notice and accompanying documentation provided to the Shareholders in connection with the originally scheduled meeting. The rights created by this Section 5.4.1 in favour of ABI and Serruya are exclusive to ABI and Serruya and cannot be conveyed upon any Transfer of ABI or Serruya’s Shares. 5.4.2 Except for the matters listed in Section 5.5 or as required by applicable law, all questions to be decided at any meeting of the Shareholders shall will be held at the registered office decided by a simple majority of the Company, as set forth in Section 1.2 hereof, or voting rights attached to all of the Shares held by the Shareholders present at such other place as may be specified in the notice of the meeting. (b) A regular 5.4.3 At any meeting of the Shareholders, the chair of the meeting will not have a casting vote if there is a tie. 5.4.4 Any Shareholder owning more than 10% of the voting rights attached to all of the Shares will have the right at any time to call a meeting of the Shareholders shall on not less than 10 Business Days’ notice in writing to the other Shareholders. 5.4.5 Meetings of the Shareholders will be called by the Board of Directors and held at least once annually for per calendar year. 5.4.6 For the election purposes of Directors and the transaction of other business. Special meetings of the Shareholders may be called by the Board of Directors or by any one or more of the Shareholders. Business conducted at this Agreement, a special meeting shall be confined to the objects stated in the notice of such meeting. Notice of any such regular or special meeting shall be given to all Shareholders not less than three (3) Business Days nor more than ten (10) Business Days before the date of such meeting, which notice shall state the nature of the business Shareholder is considered to be transacted. Shareholders may vote in person or by proxy at such meeting. Whenever the vote or consent of Shareholders is permitted or required under this Operating Agreement or by law, such vote or consent may be given by the Shareholders present at a meeting of Shareholders if the Shareholder is present, or may be given in accordance with deemed under the procedure described in Section 2.6 hereof. Except as otherwise expressly provided in this Operating Agreement, the vote of a Majority in Interest of the Shareholders shall control. (c) Nominations of candidates for the position of a Class A Director may be made by the Board of Directors or any holder of Class A Shares, but not Class B Shares. Nominations of candidates for the position of the Class B Director will be made by any holder of Class B Shares, but not Class A Shares. Any such nomination by a Shareholder shall be made by notice in writing Act to be delivered or mailed to the Board of Directors at least twenty (20) Business Days prior to the date of the annual meeting as established by the Board of Directors. (d) Each Shareholder shall have one (1) vote for each Share held by such Personpresent, except that, with respect to the election of Directors, only the holders of Class A Shares shall be entitled to elect (or remove) the Class A Directors of the Company, and only the holders of Class B Shares shall be entitled to elect (or remove) the Class B Director. Directors shall be elected by a Majority in Interest of their respective class, and may be removed, with or without cause, by the vote of a Majority in Interest of the Shareholders of the class that elected the Director at a special meeting called for such purpose (or by the written consent of the Shareholders of that class holding a Majority in Interest). (e) Each Shareholder may authorize any Person to act for him by proxy on all matters in which such Shareholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Shareholder or his attorney-in-fact and delivered to the Board of Directors before the meeting at which the proxy will be exercised. No proxy shall be valid after the expiration of eleven (11) months from the date thereof and every proxy shall be revocable at the pleasure of the Shareholder executing it upon written notice of such revocation being given to the Board of Directors. (f) Each meeting of the Shareholders shall be conducted by the President, or such other Person as the Board of Directors may appoint, pursuant to such rules for the conduct of the meeting as the Board of Directors deems appropriate. (g) At each meeting of Shareholders, a list of the Shareholders arranged alphabetically and certified by the Secretary, showing the number of Shares held by each such Shareholder on the record date for the meeting, shall be produced on the request of any Shareholder. (h) Any number of Shareholders, together holding at least a majority of the outstanding Shares, who are present in person or represented by proxy at such meeting shall constitute a quorum for the transaction of business despite the subsequent withdrawal or refusal to vote of any Shareholder; provided, however, that with respect to any action to be taken by the vote of a specific class of Shares, a quorum for such action shall be determined only among the holders of Shares of that classmeeting. (i) If less than a quorum is in attendance at any time for which a meeting is called, the meeting may, after the lapse of at least one-half hour, be adjourned by a majority in interest of the Shareholders present or represented at such meeting. If notice of the adjournment of the meeting is sent to the Shareholders, stating the date the meeting will reconvene, the purpose or purposes of the meeting and that the previous meeting failed for lack of a quorum, then any number of Shareholders, present in person or represented by proxy, and together holding at least two-fifths of the outstanding Shares shall constitute a quorum at the reconvened meeting provided that a majority of such Shareholders are the holders of Class A Shares.

Meetings of the Shareholders. (a) All meetings 5.4.1 Subject to the terms of this Section 5.4.1, the presence of Shareholders holding 9.9% or more of the voting rights attached to all of the Shares, which must include ARI and Serruya, as long as ARI and Serruya are Shareholders, will be required to constitute a quorum at any meeting of the Shareholders. If a quorum is not present at the start of a meeting, the Shareholders present may not transact any business, and those Shareholders will be deemed to have adjourned that meeting to the same time and place three Business Days following the date on which the meeting was originally called. If a quorum is not present at the adjourned meeting because of the refusal, with no legitimate excuse, of one or more Shareholders to attend, then the Shareholders who are present will be deemed to constitute a quorum whether or not ARI and Serruya is present and may, subject to Section 5.5, transact all business which a full quorum may have transacted with respect to the matters set out in the notice and accompanying documentation provided to the Shareholders in connection with the originally scheduled meeting. The rights created by this Section 5.4.1 in favour of ARI and Serruya are exclusive to ARI and Serruya and cannot be conveyed upon any Transfer of ARI or Serruya’s Shares. 5.4.2 Except for the matters listed in Section 5.5 or as required by applicable law, all questions to be decided at any meeting of the Shareholders shall will be held at the registered office decided by a simple majority of the Company, as set forth in Section 1.2 hereof, or voting rights attached to all of the Shares held by the Shareholders present at such other place as may be specified in the notice of the meeting. (b) A regular 5.4.3 At any meeting of the Shareholders, the chair of the meeting will not have a casting vote if there is a tie. 5.4.4 Any Shareholder owning more than 9.8% of the voting rights attached to all of the Shares will have the right at any time to call a meeting of the Shareholders shall on not less than 10 Business Days’ notice in writing to the other Shareholders. 5.4.5 Meetings of the Shareholders will be called by the Board of Directors and held at least once annually for per calendar year. 5.4.6 For the election purposes of Directors and the transaction of other business. Special meetings of the Shareholders may be called by the Board of Directors or by any one or more of the Shareholders. Business conducted at this Agreement, a special meeting shall be confined to the objects stated in the notice of such meeting. Notice of any such regular or special meeting shall be given to all Shareholders not less than three (3) Business Days nor more than ten (10) Business Days before the date of such meeting, which notice shall state the nature of the business Shareholder is considered to be transacted. Shareholders may vote in person or by proxy at such meeting. Whenever the vote or consent of Shareholders is permitted or required under this Operating Agreement or by law, such vote or consent may be given by the Shareholders present at a meeting of Shareholders if the Shareholder is present, or may be given in accordance with deemed under the procedure described in Section 2.6 hereof. Except as otherwise expressly provided in this Operating Agreement, the vote of a Majority in Interest of the Shareholders shall control. (c) Nominations of candidates for the position of a Class A Director may be made by the Board of Directors or any holder of Class A Shares, but not Class B Shares. Nominations of candidates for the position of the Class B Director will be made by any holder of Class B Shares, but not Class A Shares. Any such nomination by a Shareholder shall be made by notice in writing Act to be delivered or mailed to the Board of Directors at least twenty (20) Business Days prior to the date of the annual meeting as established by the Board of Directors. (d) Each Shareholder shall have one (1) vote for each Share held by such Personpresent, except that, with respect to the election of Directors, only the holders of Class A Shares shall be entitled to elect (or remove) the Class A Directors of the Company, and only the holders of Class B Shares shall be entitled to elect (or remove) the Class B Director. Directors shall be elected by a Majority in Interest of their respective class, and may be removed, with or without cause, by the vote of a Majority in Interest of the Shareholders of the class that elected the Director at a special meeting called for such purpose (or by the written consent of the Shareholders of that class holding a Majority in Interest). (e) Each Shareholder may authorize any Person to act for him by proxy on all matters in which such Shareholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Shareholder or his attorney-in-fact and delivered to the Board of Directors before the meeting at which the proxy will be exercised. No proxy shall be valid after the expiration of eleven (11) months from the date thereof and every proxy shall be revocable at the pleasure of the Shareholder executing it upon written notice of such revocation being given to the Board of Directors. (f) Each meeting of the Shareholders shall be conducted by the President, or such other Person as the Board of Directors may appoint, pursuant to such rules for the conduct of the meeting as the Board of Directors deems appropriate. (g) At each meeting of Shareholders, a list of the Shareholders arranged alphabetically and certified by the Secretary, showing the number of Shares held by each such Shareholder on the record date for the meeting, shall be produced on the request of any Shareholder. (h) Any number of Shareholders, together holding at least a majority of the outstanding Shares, who are present in person or represented by proxy at such meeting shall constitute a quorum for the transaction of business despite the subsequent withdrawal or refusal to vote of any Shareholder; provided, however, that with respect to any action to be taken by the vote of a specific class of Shares, a quorum for such action shall be determined only among the holders of Shares of that classmeeting. (i) If less than a quorum is in attendance at any time for which a meeting is called, the meeting may, after the lapse of at least one-half hour, be adjourned by a majority in interest of the Shareholders present or represented at such meeting. If notice of the adjournment of the meeting is sent to the Shareholders, stating the date the meeting will reconvene, the purpose or purposes of the meeting and that the previous meeting failed for lack of a quorum, then any number of Shareholders, present in person or represented by proxy, and together holding at least two-fifths of the outstanding Shares shall constitute a quorum at the reconvened meeting provided that a majority of such Shareholders are the holders of Class A Shares.

Meetings of the Shareholders. (a) All The Shareholders shall hold regular meetings of the Shareholders General Assembly on an annual basis, in accordance with Colombian law, in the first trimester of the year. At each such meeting, the Administrator shall give a report of the voting results of the previous year’s meeting and shall also present the balance sheet and financial information and the annual budget as well as a presentation of all other issues that must be approved by the Shareholders’ General Assembly. Extraordinary meetings of the Shareholders’ General Assembly may be held to consider different issues based on the agenda that is distributed for the applicable meeting. The Corporate Secretary shall give not less than 10 days’ notice to the Shareholders of such regular meetings. Additionally, any Director may call a special meeting of the Shareholders on not less than five days’ notice to the Corporate Secretary and all Shareholders. In case of emergency, reasonable notice of a special meeting shall suffice. Meetings of the Shareholders shall be held at the registered office principal domicile of the Company, as set forth in Section 1.2 hereof, Company or at such other place location as unanimously agreed by the Shareholders. The Shareholders may be specified in hold meetings without complying with the above notice of requirements if all Shareholders are present at a meeting and waive the meetingapplicable notice requirements. (b) There shall be a quorum if a Shareholder holding a minimum of 75% of the issued and outstanding Shares is present. If the Assembly cannot meet due to lack of quorum, a new meeting shall be summoned where one or several Shareholders, regardless of the amount of represented Shares, shall validly meet and decide. The new meeting shall not be held before 10 days or after 30 days, both terms referring to business days, counted as of the date of the first meeting. A quorum shall be deemed to be present at such rescheduled meeting if a Shareholder holding a minimum of 50% of the issued and outstanding Shares is present. Only those items included on the agenda for the original meeting may be acted upon at such a rescheduled meeting, but any additional matters may be considered with the consent of all Shareholders. For clarity, mergers, amalgamations, spin off or decisions regarding the listing of shares may only be discussed at a meeting of Shareholders if they have been previously disclosed on an agenda set out in connection with the applicable meeting of Shareholders. (c) Each notice of a meeting shall include an itemized agenda prepared by the Chief Executive Officer or legal representative in consultation with the Chairman in the case of a regular meeting or by the Shareholder calling the meeting in the case of a special meeting, but any additional matters may be considered with the consent of all Shareholders. The Corporate Secretary shall prepare minutes of all meetings, including a rescheduled meeting, and shall distribute a copy of such minutes to the Shareholders together with the notice thereof to be delivered pursuant to the provisions of Section 3.4(a). The minutes shall be the official record of the decisions made by the Shareholders and shall be binding on the Company and the Directors. Minutes of the each Shareholders’ meeting shall be signed by the Chairman of the meeting and the Corporate Secretary. The Company shall have a minute book and all Shareholders, shall have an inspection right according to Colombian Corporate Law. (d) There will be a meeting of the General Assembly of Shareholders when by any means, all members can deliberate and decide by simultaneous or successive communication. In the latter case, the succession of communication shall occur immediately in accordance with the means used. The above shall be called by registered whether via email, where the Board of Directors and held at least once annually for time, sender, message or tape recordings register the election of Directors and the transaction of other business. Special meetings same records. (e) All decisions shall also be valid when all of the Shareholders may express their vote in writing. If Shareholders express their vote in separate documents, these shall be called by the Board received in a maximum term of Directors or by any one or more 20 days, counted as of the Shareholdersfirst communication received. Business conducted at a special meeting shall be confined to The President and Corporate Secretary advise the objects stated in the notice of such meeting. Notice of any such regular or special meeting shall be given to all Shareholders not less than three (3) Business Days nor more than ten (10) Business Days before the date of such meeting, which notice shall state the nature Assembly of the business to be transacted. Shareholders may vote in person or by proxy at such meeting. Whenever decision within five days following the receipt of the documents where the vote or consent is expressed. The General Assembly of Shareholders is permitted or required under this Operating Agreement or by law, such shall amend the Bylaws to adjust them. (f) A vote or consent may be given by of the Shareholders present in an Assembly in respect of a proposal submitted for a vote of the Shareholders at a meeting of Shareholders or may be given in accordance with the procedure described in Section 2.6 hereofat which a quorum is present is referred to as a “Vote”. Except as otherwise expressly provided in this Operating Agreement, the vote Approval of a Majority in Interest of resolution or other proposal brought before the Shareholders shall control. (c) Nominations of candidates for the position of require a Class A Director may be made by the Board of Directors or any holder of Class A Shares, but not Class B Shares. Nominations of candidates for the position of the Class B Director will be made by any holder of Class B Shares, but not Class A Shares. Any such nomination by a Shareholder shall be made by notice in writing to be delivered or mailed to the Board of Directors at least twenty (20) Business Days prior to the date of the annual meeting as established by the Board of Directors. (d) Each Shareholder shall have one (1) vote for each Share held by such Person, except that, with respect to the election of Directors, only the holders of Class A Shares shall be entitled to elect (or remove) the Class A Directors of the Company, and only the holders of Class B Shares shall be entitled to elect (or remove) the Class B Director. Directors shall be elected by a Majority in Interest of their respective class, and may be removed, with or without cause, by the vote of a Majority in Interest of the Shareholders of the class that elected the Director at a special meeting called for such purpose (or by the written consent of the Shareholders of that class holding a Majority in Interest). (e) Each Shareholder may authorize any Person to act for him by proxy on all matters in which such Shareholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Shareholder or his attorney-in-fact and delivered to the Board of Directors before the meeting at which the proxy will be exercised. No proxy shall be valid after the expiration of eleven (11) months from the date thereof and every proxy shall be revocable at the pleasure of the Shareholder executing it upon written notice of such revocation being given to the Board of Directors. (f) Each meeting of the Shareholders shall be conducted by the President, or such other Person as the Board of Directors may appoint, pursuant to such rules for the conduct of the meeting as the Board of Directors deems appropriate. (g) At each meeting of Shareholders, a list of the Shareholders arranged alphabetically and certified by the Secretary, showing the number of Shares held by each such Shareholder on the record date for the meeting, shall be produced on the request of any Shareholder. (h) Any number of Shareholders, together holding at least a majority of the outstanding Shares, who are present in person or represented by proxy at such meeting shall constitute a quorum for the transaction of business despite the subsequent withdrawal or refusal to vote of any Shareholder; provided, however, that with respect to any action to be taken by the vote of a specific class of Shares, a quorum for such action shall be determined only among the holders of Shares of that class. (i) If less greater than a quorum is in attendance at any time for which a meeting is called, the meeting may, after the lapse of at least one-half hour, be adjourned by a majority in interest 50% affirmative Vote of the Shareholders present or represented at such meeting. If notice of the adjournment of the a meeting is sent to the Shareholders, stating the date the meeting will reconvene, the purpose or purposes of the meeting and that the previous meeting failed for lack of a quorum, then any number of Shareholders, present in person or represented by proxy, and together holding at least two-fifths of the outstanding Shares shall constitute which a quorum at is present. The General Assembly of Shareholders shall amend the reconvened meeting provided that a majority of such Shareholders are the holders of Class A SharesBylaws to be in accordance with this Agreement.