PREPARÀTORY MEETLNGS Sample Clauses

PREPARÀTORY MEETLNGS. (a) Except as otherwise provided in this Agreement, prior to each General Meeting and each meeting of lhe Board of Directors. a meeting (a “Prepara(ory Meeting”) shall be held among NSSMC, on behalf of the NSSMC Group, Ternium, on behalf of the Til’ Group. and PU, on behalf of the PU Group, in order to formulate and adopt a unified position lo be taken by Lhe Sharehoiders aI such General Meeling, or by lhe members of the Board of Directors nominated by the applicable Shareholders at such meeting of lhe Board of Directors, as lhe case may be. Each Shareholder belonging to the NSSMC Group (and each Shareholder which becomes a parly hereto as part of such Group after lhe Execution Date by joining this Agreernent, upon such joinder) irrevocably authorizes NSSMC, for so long as lhis Agreernent shall remam effective, and as a condilion for lhe transactions contemplated hereunder (como condição do negócio, as per article 684 of the Civil Code of Brazil), lo represent it and to vote on ils behalf aI any and ali Preparatory Meetings on any and ali matters (whether requiring approval by Special Resolution or by Ordinary Resolution) in NSSMC’s sole and absolute discretion; and each Shareholder belonging lo the T/T Group (and each Sharehoider which becomes a party hereto as part of such Group after lhe Execution Date by joining this Agreement, upon such joinder) irrevocably authorizes Ternium, for so long as this Agreement shail remam effective, and as a condilion for the transactions contemplared hereunder (co;,,o condição cio negócio, as per article 684 of the Civil Code of Brazil), lo represent ii and to vote on ils behalf aI any and ali Preparatory Meetings on any and ali matters (whether requiring approval by Special Resolution or by Ordinary Resolution) in Ternium’s sole and absolute discretion. (b) The Shareholders agree and covenant that they shall exercise Lhe voting rights attaching to cheir Registered Shares at each General Meeling in accordance with the Speciai Resolution(s) andlor Ordinary Resolution(s), as applicable, adopted aI the relevant Preparalory Meeting, as a single, unifled block. Each Shareholder further agrees and covenanls lo cause lhe member(s) of the Board of Directors (or lhe aiternate(s) thereofl nominated by such Shareholder lo vote at each meeting of the Board of Directors in accordance with lhe Special Resolulion(s) or Ordinary Resolution(s), as applicabie, adopted at the relevant Preparalory Meeling. (c) Preparatory Meetings shall be ...
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Related to PREPARÀTORY MEETLNGS

  • Preparatory Contract Negotiations Meetings Where operational requirements permit, the Employer will grant leave without pay to an employee to attend preparatory contract negotiations meetings.

  • Safety Meetings Accident investigation.

  • Progress Meetings The Engineer shall from time to time during the progress of the work confer with the State. The Engineer shall prepare and present such information as may be pertinent and necessary or as may be requested by the State in order to evaluate features of the work.

  • Faculty Meetings Principals shall have the authority to schedule necessary faculty meetings; however, such meetings shall be as brief and well planned as possible. Such meetings shall be used for purposes that cannot be accomplished effectively through other means. Faculty meetings shall be scheduled in a manner that impacts teacher planning time to the least degree possible. If more than one faculty meeting is held in a month, the purpose of the meeting shall be announced to the faculty in advance.

  • Reports/Meetings The Contractor shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in this Contract. The County’s Project Manager and the Contractor’s Project Manager will meet at a County designated location to discuss the Contractor’s performance and progress under this Contract, at the request of the County’s Project Manager. If requested by County, the Contractor’s Project Manager and other project personnel shall attend all meetings. The Contractor shall provide such information that is requested by the County for the purpose of monitoring progress under this Contract.

  • Member Meetings (a) There shall be no meetings of the Members unless called by the Board or as otherwise specifically required by the Delaware Act. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a meeting of the Members. (b) All acts of Members to be taken hereunder shall be taken in the manner provided in this Agreement. If authorized by the Board, and subject to such guidelines and procedures as the Board may adopt, if a meeting of the Members is called Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting. (c) A majority of the Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, unless any such matter to be acted upon requires the approval of two-thirds of the Voting shares, in which case two-thirds of the Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (d) No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a meeting of the Members.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Preparation of Proxy Statement If required by applicable Law in order to consummate the Merger, the Company shall, as soon as practicable following the Acceptance Time, prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

  • Shareholder Meetings All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.

  • Contract Negotiations Meetings Where operational requirements permit, the Employer will grant leave without pay to an employee for the purpose of attending contract negotiations meetings on behalf of the Institute.

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