Previous Meeting Sample Clauses

Previous Meeting. Prior to any Shareholders’ Meeting or any meeting of the Board of Directors called to discuss (i) any matters stated in Sections 3.6 or 4.1 hereof (“ Special Resolutions”); or (ii) any of the Other Resolutions (as defined in Exhibit 1.2 hereto, which, together with Special Resolutions, shall henceforth be referred to as the “Resolutions Subject to Previous Meetings”), the Parties shall hold a previous meeting (“Previous Meeting”) with the purpose of determining the content of the vote to be cast by VDQ and SALIC, or by the Directors appointed by them, as applicable, acting as one single block, in the relevant Shareholders’ Meeting or meeting of the Board of Directors. 5.1.1. The determination of the vote with regards to any Resolution Subject to Previous Meeting shall be binding and not subject to any form of discussion or revision, and shall therefore exclude any possibility or form of questioning, by means of judicial or extrajudicial proceedings, that has as object the adequacy, correction, content and/or merit of such resolution. 5.1.2. The vote instruction determined by the Parties in the Previous Meeting shall be referred to in this Agreement as the “Vote Instruction”. 5.1.2.1. For the avoidance of doubt, the non-approval of any matter in a Previous Meeting by virtue of non-attainment of the required number of favorable votes, as applicable, shall serve as a Vote Instruction for the Parties (or the Directors appointed by the Parties, as the case may be) to vote in order not to approve such matter at the relevant Shareholders’ Meeting or meeting of the Board of Directors following the respective Previous Meeting. 5.1.2.2. Likewise, the approval of any matter in a Previous Meeting by virtue of attainment of the required number of favorable votes, as applicable, shall serve as a Vote Instruction for the Parties (or the Directors appointed by the Parties, as the case may be) to vote in order to approve such matter at the relevant Shareholders’ Meeting or meeting of the Board of Directors following the respective Previous Meeting. 5.1.2.3. In respect of approval of any matter pursuant to Sections 3.6(ii) or 3.6(v) related to South America in cases where a Party or its Affiliate is a shareholder in an actual or likely competitor to the Company in relation to such proposal, then such Party shall only fail to approve a Special Resolution proposed by the other Party where such Party failing to approve the Special Resolution presents good faith, documented bus...
Sample 1
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Previous Meeting. The Parties agree that any decision with respect to which the Investor would have a veto pursuant to Section 4.3 and 5.1 below shall be subject to a previous meeting among the Parties in order to discuss and agree (in accordance with the requirements of this Agreement) upon the manner in which each of the Parties or their representatives on the Shareholders Meetings or the Board, as the case may be, will vote with respect to any of such matters (“Previous Meeting”). In connection with any such vote, each of the Shareholders agrees (a) to attend the Shareholders Meetings and cast its votes in such a manner to comply with the decision taken by the Controlling Shareholders and the Investor in the Previous Meeting and in accordance with the provisions of this Agreement; (b) cause its respective Board representatives to attend the respective Board meeting so called; (c) to cause its Board representatives to vote in such a manner to comply with the decision taken by the Controlling Shareholders and the Investor in the Previous Meeting and in accordance with the provisions of this Agreement. 4.2.1. The Previous Meetings will be held at the Company’s headquarters or at any other place to be timely defined by mutual agreement between the Shareholders, provided that any Shareholder shall be allowed to attend the Previous Meeting by telephone or video conference. 4.2.2. The Previous Meetings may be called by any Shareholder or any representative of the Shareholders on the Board, by written notice given to the other Shareholder at least 05 (five) Business Days in advance of the date of such Previous Meeting. Such notice will be given in writing and will include the agenda to be discussed at the applicable General Shareholders’ or Board meeting, provided, further, that, unless otherwise mutually agreed, only the items of the agenda stated in the notice may be subject to resolutions at the relevant Previous Meeting. 4.2.3. The Previous Meeting will be held, on first call, at least 03 (three) Business Days in advance of the Shareholders Meeting or the Board meeting at which the resolution to be adopted at the relevant Previous Meeting will be implemented. 4.2.4. The Previous Meeting shall be installed on first call with the presence of all Shareholders or on second call after forty-eight (48) hours counted from the time designated for the conduction of the Previous Meeting on first call, with any quorum. 4.2.5. To the extent that the Investor exercises its veto rights pu...
Sample 1
Previous Meeting. Prior to any Shareholders’ Meeting or any meeting of the Board of Directors called to discuss (i) any matters stated in Sections 3.6 or 4.1hereof (“Special Resolutions”); or (ii) any of the Other Resolutions (as defined in Exhibit 1.2 hereto, which, together with Special Resolutions, shall henceforth be referred to as the “Resolutions Subject to Previous Meetings”), the Parties shall hold a previous meeting (“Previous Meeting”) with the purpose of determining the content of (a) the vote to be cast by VDQ in the preliminary meeting to be held between VDQ and BRF pursuant to the BRF Agreement (“BRF Preliminary Meeting”), if applicable; and, subject to BRF’s approval in the BRF Preliminary Meeting, if applicable, (b) the vote to be cast by VDQ, SALIC and BRF, or by the Directors appointed by them, as applicable, acting as one single block, in the relevant Shareholders’ Meeting or meeting of the Board of Directors. 5.1.1. The Parties undertake to always hold the Previous Meetings under this Agreement before the BRF Preliminary Meeting, in order for VDQ to be able to cast its vote in such BRF Preliminary Meeting accordingly. The determination of the vote with regards to any Resolution Subject to Previous Meeting shall be binding and not subject to any form of discussion or revision, and shall therefore exclude any possibility or form of questioning, by means of judicial or extrajudicial proceedings, that has as object the adequacy, correction, content and/or merit of such resolution. 5.1.2. SALIC hereby expressly acknowledges and agrees that a vote instruction decided upon by the Parties in the Previous Meeting which approves a resolution action may be subject to approval by BRF, and failing such approval will not be passed in case the resolution at matter is considered a special resolution under the BRF Agreement, thus requiring BRF’s approval in a BRF Preliminary Meeting in order to be approved by the Parties and by BRF (or by the Directors appointed by them, as applicable) at a General Shareholders’ Meeting or meeting of the Board of Directors of the Company. 5.1.3. The vote instruction determined by the Parties in the Previous Meeting, as and if adjusted in view of a different vote, as determined by BRF in the BRF Preliminary meeting, if applicable, shall be referred to in this Agreement as the “Vote Instruction”. 5.1.3.1. For the avoidance of doubt, the non-approval of any matter in a Previous Meeting and/or a BRF Preliminary Meeting by virtue of non- atta...
Sample 1

Related to Previous Meeting

  • Lender Meeting Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Company’s principal offices (or at such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.

  • Meeting of Shareholders (a) Promptly after the date hereof, the Company shall take all action necessary in accordance with the GBCC and its Articles of Incorporation and by-laws to convene a meeting of shareholders ("Company Shareholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of the Company nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Board of Directors of the Company or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam. (b) If necessary, Parent shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to convene a meeting of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law.

  • Final Meeting The goal of this subtask is to complete the closeout of this Agreement. • Meet with Energy Commission staff to present project findings, conclusions, and recommendations. The final meeting must be completed during the closeout of this Agreement. This meeting will be attended by the Recipient and CAM, at a minimum. The meeting may occur in person or by electronic conferencing (e.g., WebEx), with approval of the CAM. The technical and administrative aspects of Agreement closeout will be discussed at the meeting, which may be divided into two separate meetings at the CAM’s discretion. o The technical portion of the meeting will involve the presentation of findings, conclusions, and recommended next steps (if any) for the Agreement. The CAM will determine the appropriate meeting participants. o The administrative portion of the meeting will involve a discussion with the CAM and the CAO of the following Agreement closeout items:  Disposition of any state-owned equipment.  Need to file a Uniform Commercial Code Financing Statement (Form UCC-1) regarding the Energy Commission’s interest in patented technology.  The Energy Commission’s request for specific “generated” data (not already provided in Agreement products).  Need to document the Recipient’s disclosure of “subject inventions” developed under the Agreement.  “Surviving” Agreement provisions such as repayment provisions and confidential products.  Final invoicing and release of retention. • Prepare a Final Meeting Agreement Summary that documents any agreement made between the Recipient and Commission staff during the meeting.

  • Shareholder Meeting (a) The first sentence of Section 6.2(a) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with Xxxxx, in accordance with applicable Law and the Mercury Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Mercury Shareholder Meeting.” (b) The first sentence of Section 6.2(b) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of Xxxxx Common Shares (the “Xxxxx Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Xxxxx Shareholder Meeting.” (c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement: (d) Unless otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC).

  • Special Meeting Special meetings of the stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

  • Shareholders Meeting (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

  • Initial Meeting (a) The parties must meet within 10 Business Days after the date of delivery of the dispute notice and attempt to resolve the dispute. (b) Each party must use its best endeavors to resolve the dispute and act in good faith.

  • Stockholder Meeting (a) The Company will duly call, give notice of, convene and hold a meeting of stockholders (the "Stockholder Meeting") for the purpose of considering the approval of this Agreement and at such meeting call for a vote and cause proxies to be voted in respect of the approval and adoption of this Agreement. The Stockholder Meeting shall be held as soon as practicable following the purchase of Shares pursuant to the Offer, and the Company will, through its Board of Directors, recommend to its stockholders the approval of this Agreement, and shall not withdraw or modify such recommendation. The record date for the Stockholder Meeting shall be a date subsequent to the date Parent or Sub becomes a record holder of Company Common Stock purchased pursuant to the Offer. (b) The Company shall, at Parent's request, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Stockholder Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto, including the supply of any information required to be included in the Proxy Statement regarding Parent or Sub. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of approval of the Merger.

  • Other Meetings Other meetings of the Board shall be held at such times and places as the Board, the Chairman, the President or any director shall from time to time determine.

  • Review Meeting i. Either the BCTF or BCPSEA may request in writing a meeting to review the issues in a provincial matters grievance that has been referred to arbitration. ii. Where the parties agree to hold such a meeting, it shall be held within ten

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