Other Shareholder Action Sample Clauses

Other Shareholder Action. Subject to the other terms of this ------------------------ Joint Venture Agreement, all other actions of the Shareholders required pursuant to applicable provisions of the law of the Company's jurisdiction of organization or the Company's Memorandum of Association shall be approved by a simple majority vote at a duly constituted meeting of Shareholders with each Shareholder entitled to one vote per Share held of record as of the record date for such meeting.
Sample 1
AutoNDA by SimpleDocs
Other Shareholder Action. Subject to the restriction on exercising any and all rights to vote associated with any of the property held in the Voting Trust (all such property held in the Voting Trust herein shall be referred to as the "Trust Property"), the Trustee shall be entitled to all of the rights and privileges conferred upon an owner of the Trust Property ("Nonvoting Rights"). With respect to the Nonvoting Rights, the Trustee shall act or fail to act with respect to the specific Trust Property which was contributed by, issued or delivered on behalf of the respective holders of the Trust Certificates, in accordance with the written instructions by such holder (or his/its successors or permitted assigns) to the Trustee. However, the Trustee shall not be required to act or fail to act with respect to the Nonvoting Rights which the Trustee reasonably believes will expose the Trustee to damages, claims, investigations, charges (civil or criminal), costs or will otherwise result in any harm to the Trustee. In the event the Trustee acts in accordance with such instructions, then the holder of the Trust Certificate that provided such instructions shall indemnify and hold the Trustee harmless against damages, losses and costs of any kind (including costs of investigation and attorneys fees) from any such action or omission by the Trustee. In the event the Trustee shall not receive such written instructions with respect to the exercise or failure to exercise Nonvoting Rights, the Trustee may act or not act with respect to the Nonvoting Rights and with respect to all other duties of the Trustee not specifically addressed hereunder, in accordance with the exercise of the Trustee's reasonable judgment. However, the Trustee shall assume no responsibility with respect to and shall not be liable for any action taken or any omission by him or his agents and no Trustee shall incur any responsibility by reason of any error of law or of any thing done or omitted unless such act or omission was (i) grossly negligent, or (ii) the result of willful misconduct. In the event the Trustee acts or fails to act with respect to Nonvoting Rights without instruction by the applicable holder of the Trust Certificate, and if the Trustee has acted or failed to act in accordance with the preceding two sentences, then the Holder of the applicable Trust Certificate shall indemnify and hold the Trustee harmless against damages, losses and costs of any kind (including costs of investigation and attorneys fees) fro...
Sample 1

Related to Other Shareholder Action

  • Stockholder Action Each Stockholder agrees that, in such Stockholder's capacity as a stockholder of the Company, such Stockholder shall, pursuant to Section 2.5 hereof, vote, or grant proxies relating to the Common Stock at the time held by such Stockholder to vote, all of such Stockholder's Common Stock in favor of any sale or exchange of securities of the Company or any merger, consolidation or other business combination or any similar transaction pursuant to Section 2.5 hereof if, and to the extent that, approval of the Company's stockholders is required in order to effect such transaction. ARTICLE III

  • 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.

  • Shareholder Action by Written Consent Any action which may be taken by Shareholders by vote may be taken without a meeting if the holders entitled to vote thereon of the proportion of Shares required for approval of such action at a meeting of Shareholders pursuant to Section 10.4 consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • No Shareholder Rights Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

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

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus. (ii) Set up account information, including address, dividend option, taxpayer identification numbers and wire instructions. (iii) Issue confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). (iv) Issue periodic statements for shareholders. (v) Process transfers and exchanges. (vi) Act as a service agent and process dividend payments, including the purchase of new shares, through dividend reimbursement. (vii) Record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Portfolio which are authorized, based upon data provided to it by the Trust, and issued and outstanding. (viii) Perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the "Lost Shareholder Rules"). (ix) Administer and/or perform all other customary services of a transfer agent.

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

  • Stockholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!