Resolutions of the General Meeting Sample Clauses

Resolutions of the General Meeting. Except for matters for which the holders of Preferred Shares hold the right to vote, in accordance with the Bylaws, all other decisions of General Meetings of the Company shall be made by the affirmative vote of holders of at least the majority of Common Shares. 4.4.1. Notwithstanding the provisions of Clause 4.4 above, as long as TRIP’s Shareholders hold, together, at least 5% (five percent) of the Common Shares, any changes to the Bylaws of the Company that, by amending the items listed below, may materially affect the rights of TRIP’s Shareholders, shall necessarily be approved by a majority of TRIP’s Shareholders: (i) the quorum required for decisions of the Board of Directors; (ii) the powers of the Board of Directors of the Company; or (iii) the rules for calling, installing or reducing powers and other provisions regarding the meetings of the Board of Directors. 4.4.2. Notwithstanding Section 4.4 above, as long as TRIP’s Shareholders hold at least 5% (five percent) of the Bound Common Shares, any changes to the Bylaws of the Company that change the total number of directors of the Company’s Board of Directors, which must remain composed of ten (10) members, must necessarily be approved by a majority of TRIP’s Shareholders. 4.4.2.1. The section above shall not apply in the case of an increase in the number of directors of the Company where TRIP’s Shareholders’ representation on the Board is maintained in the same proportion.
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Resolutions of the General Meeting. Resolutions of the general meeting are adopted by an absolute majority of the votes cast, unless applicable law or the articles specifically requires a larger majority.
Sample 1
Resolutions of the General Meeting. 4.1 The Management Board and the Shareholder covenant to present the General Meeting, convened for [●] 2013, with draft resolutions of the General Meeting and to exercise duly diligent efforts necessary for the General Meeting to adopt the resolutions substantially in compliance with the draft resolutions attached as Schedules No. 3 through No. 8 to the Agreement (the “Resolutions”): (a) resolution of the General Meeting regarding the decrease of the Company’s share capital – in compliance with Schedule No. 3 to the Agreement; (b) resolution of the General Meeting regarding the conversion of the preferred series A shares owned by, among others, the Shareholder into ordinary bearer shares – in compliance with Schedule No. 4 to the Agreement; (c) resolution of the General Meeting regarding the approval of increase of the Company’s share capital – in compliance with Schedule No. 5 to the Agreement; (d) resolution of the General Meeting regarding the amendment of the Articles of Association concerning corporate governance and the competencies of the Management Board and the Supervisory Board – in compliance with Schedule No. 6 to the Agreement; (e) resolution of the General Meeting regarding the adoption of the consolidated version of the Company’s Articles of Association – in compliance with Schedule No. 7 to the Agreement; and (f) resolution of the General Meeting regarding the adoption of the consolidated version of the Company’s Articles of Association that includes also the coming into force of the resolution regarding the approval of the increase of the Company’s share capital, the draft of which constitutes Schedule No. 5 to the Agreement – in compliance with Schedule No. 8 to the Agreement. 4.2 All of the Resolutions will be adopted on the condition the Arrangement is adopted and approved as well as the decision on the approval of the Arrangement becoming final in accordance with the Arrangement Proposal. 4.3 The Management Board, acting on behalf of the Company, will file a motion with the Register of Business Entities for making all the entries required under the Resolutions by a competent registry court within three (3) Business Days from the date on which the decision on the approval of the Arrangement, in accordance with the Arrangement Proposal, becomes final. The Management Board will exercise duly diligent efforts to ensure that the motion for making the relevant entries in the Register of Business Entities as required under the Resolution is i...
Sample 1
Resolutions of the General Meeting of Shareholders regarding reductions of the Company's authorized capital shall be published in the State Gazette of the Republic of Indonesia, and in one or more daily newspapers circulated in the location of the Company's domicile.
Sample 1

Related to Resolutions of the General Meeting

  • Shareholders Voting Powers and Meeting 11 Section 5.1 Voting Powers 11

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Shareholders Voting Powers and Meetings The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent provided in Section 4.1, (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any registration of the Trust with the Commission (or any successor agency) or any state and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion. Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the By-Laws.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Meeting of the Board of Directors The Board of Directors of the Company may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the President on not less than one day’s notice to each Director by telephone, facsimile, mail, telegram or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Directors.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Meetings of the Board of Directors The Corporation shall call, and use its best efforts to have, regular meetings of the Board not less often than quarterly. The Corporation shall promptly pay all reasonable and appropriately documented travel expenses and other out-of-pocket expenses incurred by directors who are not employed by the Corporation in connection with attendance at meetings to transact the business of the Corporation or attendance at meetings of the Board or any committee thereof.

  • Professional Meetings Employees should be encouraged to and may, with the approval of the supervisor, attend professional meetings, conferences, and activities. Subject to the availability of funds, the employee's expenses in connection with such meetings, conferences, or activities shall be reimbursed in accordance with the applicable provisions of State law and university rules.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

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