Other Shareholder Action Clause Samples

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.
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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...
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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 By either Buyer or Company (provided in the case of Company that it shall not be in material breach of any of its obligations under Section 5.04), if the Requisite Company Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of such shareholders or at any adjournment or postponement thereof.

  • 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 provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • 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.