ORGANISATION OF THE COMPANY. The Company is a company limited by shares established under the laws of the Republic of Hungary and is duly organized, validly existing and in good standing.
ORGANISATION OF THE COMPANY. (1) The right of the Kingdom of Denmark to make decisions regarding the activities of the company shall be exercised at the general shareholders’ meetings of the company.
(2) In matters of particular importance, the Minis- ter for Transport of the Kingdom of Denmark may give general or specific instructions to the com- pany regarding the exercise of the activities of the company.
(3) The responsibility for the activities of the com- pany shall be laid down in accordance with Danish law.
(4) The Minister for Transport of the Kingdom of Denmark shall nominate the members of the board of directors, who are elected by the general shareholders’ meeting of the company.
ORGANISATION OF THE COMPANY. 3.1 As at the date of this Agreement, the following Shareholders are the legal and beneficial owners of such number of Shares as set opposite their respective names below: Name Number of Share(s) Percentage of shareholding in the Company Party A 7,000 70% Party B 3,000 30% The shareholding of the Shareholders in the Company shall, subject to the application of other provisions in this Agreement resulting in the contrary, at all times be in the proportion specified above.
3.2 The Shareholders shall as soon as reasonably practicable but in any event not later than one (1) month from the date hereof take such steps as are necessary to amend the Articles to reflect (in so far as they shall reasonably and mutually determine is necessary) or otherwise bring into effect of the provisions of the Agreement.
ORGANISATION OF THE COMPANY. The Company is a Swiss company duly incorporated, validly existing and in good standing under the laws of Switzerland. The extract from the Commercial Registry and the Articles of Association of the Company which are attached hereto as Exhibits B and C are true, correct and complete as of the date hereof.
ORGANISATION OF THE COMPANY. The Purchaser is a company limited by shares established under the laws of the State of Delaware and is duly organized, validly existing and in good standing.
ORGANISATION OF THE COMPANY. As soon as practicable after the execution of this Agreement, the Shareholders will procure that:
(a) the Resolution is passed to amend the existing Articles of Association; and
(b) Ernst & Young are appointed the auditors of the Company.
ORGANISATION OF THE COMPANY. The Company was organized pursuant to the provisions of the Indiana Code (I.C. 23-18, et seq.), as in effect from time to time and any successor thereto (the “Act”) on May 7
ORGANISATION OF THE COMPANY. The affairs of the Company will be managed by the Publisher Xxxxxx Xxxx Snr or as appointed by the same. It is agreed that Austin shall be entitled to appoint two directors to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of sub-paragraphs 2.4 and 2.
ORGANISATION OF THE COMPANY. The affairs of the Company will be managed by a board of three (3) directors unless changed by a Unanimous Directors' Resolution. The present directors of the Company are Pat, Xxxxx and Xxxx. It is agreed that Xxx, Xxxxx and Xxxx shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two
ORGANISATION OF THE COMPANY. 2.1 As soon as practicable after execution of this Agreement each of the Parties shall or cause to take the following steps:-
(a) the establishment of the Company in Hong Kong (to be called “ATMD (Hong Kong) Ltd.” or such other name as the Parties may agree) with an authorised share capital of US$10,000,000 divided into 10,000,000 ordinary shares of US$1.00 each;
(b) the subscription by Tomen for 7,000,000 ordinary shares of US$1.00 each in the Company at par and the allotment and issue of such shares by the Company to Tomen against payment in full in cash and the entry of Tomen into the register of members in the books of the Company;
(c) the subscription by ACL for 3,000,000 ordinary shares of US$1.00 each in the Company at par and the allotment and issue of such shares by the Company to ACL against payment in full in cash and the entry of ACL into the register of members in the books of the Company;
(d) the adoption by the Company of the Articles of Association reflecting the terms of this Agreement or the alteration by the Company of the Articles of the Association reflecting the terms of this Agreement if the Articles of Association do not reflect them as at the date hereof, as the case may be and in either event, in the form of Appendix “A”, which for the purpose of identification has been signed on behalf of the Parties; and
(e) the holding of the first Board meeting of the Company to resolve the appointment of additional and/or new Directors.
2.2 The auditors of the Company shall be PricewaterhouseCoopers or such other accounting firm as may be appointed by the Company from time to time (“Auditors”).
2.3 The financial year end shall be from 1 April and 31 March in each year or such other period as the Board may from time to time determine.
2.4 The registered office of the Company shall be at Xxxx 0000, 00/X., Xxxxx 0, Xxxxxxxxxx Xxxxxx, 9 Xxxxxx Xxxx Road, Kowloon Bay, Kowloon, Hong Kong or as otherwise determined by the Board.
2.5 The Secretary of the Company shall be PYCO Limited or as otherwise determined by the Board from time to time.
2.6 If either Party fails to subscribe for the relevant shares in the Company in full in cash in accordance with Clause 2.1 above within 30 days of the date of the Certificate of Incorporation of the Company or any other later date that the Parties may agree, this Agreement shall automatically terminate forthwith.
2.7 The number of Shares held by Tomen and the number of Shares held by ACL shall at all times be in...
