Restrictions on Share Transfer. The right to transfer securities (including for greater certainty shares) of Amalco, other than nonconvertible debt securities, shall be restricted and no such securities shall be transferred without the consent of either: (a) the directors of Amalco, expressed by a resolution passed by the board of directors of Amalco at a meeting of directors or by an instrument or instruments in writing signed by a majority of the directors of Amalco; or (b) the holder or holders of a majority of the outstanding shares of Amalco entitled to vote expressed by resolution passed at a meeting of the shareholders of Amalco or by an instrument or instruments in writing signed by the holder or holders of a majority of the outstanding shares of Amalco entitled to vote at meetings of shareholders of Amalco.
Appears in 2 contracts
Samples: Business Combination Agreement, Business Combination Agreement
Restrictions on Share Transfer. The right to transfer securities (including for greater certainty shares) of Amalcoclarity Amalco Shares), other than nonconvertible non-convertible debt securities, shall be restricted and no such securities shall be transferred without the consent of either:
(ai) the directors of Amalco, expressed by a resolution passed by a majority of the board of directors of Amalco at a meeting of directors or by an instrument or instruments in writing signed by a majority all of the directors of Amalco; or
(bii) the holder or holders of a majority of the outstanding shares of Amalco entitled to vote expressed by resolution passed at a meeting of the shareholders of Amalco or by an instrument or instruments in writing signed by the holder or holders of a majority of the outstanding shares of Amalco entitled to vote at meetings of shareholders of Amalco.
Appears in 2 contracts
Samples: Business Combination Agreement, Business Combination Agreement
Restrictions on Share Transfer. The right to transfer securities (including for greater certainty shares) shares of Amalco, other than nonconvertible debt securities, Amalco shall be restricted and in that no such securities shareholder shall be transferred entitled to transfer any share or shares without the consent of either:
(ai) the directors of Amalco, expressed by a resolution passed by the board of directors of Amalco at a meeting of directors or by an instrument or instruments in writing signed by a majority approval of the directors of Amalco; or
(b) the holder or holders of a majority of the outstanding shares of Amalco entitled to vote expressed by a resolution passed at a meeting of the shareholders board of directors or by a resolution in writing signed by all of the directors entitled to vote on that resolution at a meeting of directors; or
(ii) the approval of the holders of shares of Amalco carrying at least a majority of the votes entitled to be cast at a meeting of shareholders, expressed by a resolution passed at a meeting of the holders of such shares or by an instrument or instruments in writing signed by the holder or holders of a majority of the outstanding shares of Amalco entitled to vote at meetings of shareholders of Amalcosuch shares.
Appears in 1 contract
Samples: Business Combination Agreement