Shareholder Approval Matters Sample Clauses

Shareholder Approval Matters. Notwithstanding anything contained in this Agreement to the contrary, resolutions on the following matters shall always require the approval of at least [*] of the voting issued and outstanding Shares of the Company's capital stock (each of the following enumerated matters being referred to as a “Shareholder Approval Matter”): (a) capital reduction with distribution of funds or assets to the Shareholders; (b) admission of new shareholders during the term set forth in Section 7.2 below; (c) issuance of preferred shares, of any class, or change in the characteristics, rights and privileges of the Company's shares; (d) redemption, amortization or repurchase of Shares or any convertible securities, or changes in the conditions applicable to redemption, amortization or repurchase of Shares or convertible securities; (e) any merger, merger of shares (incorporação de ações), any form of corporate reorganization, spin-off, drop down of assets and liabilities involving the Company; (f) amendment of the compulsory dividend set forth in the Bylaws, dividend distribution in an amount lower than the compulsory dividend set forth in the Bylaws and amendment to the provisions regarding the Company's dividend policy set forth in the Bylaws; (g) change in accounting or tax principles or policies with respect to the financial statements, except as required by Brazilian generally accepted accounting principles or by law or regulation; (h) change of corporate type; [*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (i) change of corporate purpose which, as a result, would cause the main activities/businesses of the Company to be other than the development, production, marketing and distribution of JVCO Products, on a worldwide basis, for use in Lubricants in the Lubricants Market; (j) winding up, judicial or out of court reorganization process, voluntary acts of financial reorganization, bankruptcy or liquidation; (k) amendments to any provision of the Bylaws that relates to a Shareholder Approval Matter or a Board of Directors Approval Matter or that relates to the role, composition or functioning of the Board of Directors, a committee created by the Board of Directors or the Audit Committee; (l) approval of any stock option, profit sharing or similar compensation plan and any amendments thereto; (m) amendment to or te...

Shareholder Approval Matters. Subject to the provisions of Section 3(b) and the Act, without first obtaining the TZE Designee Approval, the Company shall not, and (to the extent applicable) shall not permit any Subsidiary of the Company to, take any of the following actions (each, a “Shareholder Approval Matter”): (i) amend, modify or repeal any provision of the constitution of the Company or the Organizational Documents of a material Subsidiary; (ii) merge, amalgamate or consolidate with or into, or enter into any other business combination with, any other entity, or transfer (by lease, assignment, sale or otherwise) all or substantially all of the Company’s and its Subsidiaries’ assets, taken as a whole, to another entity; (A) acquire the equity interests, any business, properties or assets of any Person or invest in another Person or business, in one transaction or a series of related transactions or (B) sell, transfer, lease, pledge or otherwise dispose of assets, businesses or interests of the Company or any of its Subsidiaries or the shares or other equity interests of the Company or any of its Subsidiaries, in each case where the amount of consideration for any such acquisition or disposition (or series of related acquisitions or related dispositions) exceeds the greater of (x) 10% of the value of the Company consolidated assets as set forth on the Company’s most recent publicly available consolidated balance sheet and (y) 10% of the aggregate value of the outstanding Ordinary Shares, calculated as (1) the average of the daily volume weighted average trading price of an Ordinary Share on the NASDAQ Stock Exchange, or any other stock exchange or stock market on which the Ordinary Shares are then listed, over the thirty (30) consecutive trading day period immediately prior to the Company’s entry into a definitive agreement with respect to such acquisition or disposition multiplied by (2) the number of Ordinary Shares outstanding on such date; (iv) incur any Indebtedness, unless the ratio of Outstanding Indebtedness to LTM EBITDA for the most recently completed four fiscal quarters for which the Company’s financial statements are publicly available immediately preceding the date on which such Indebtedness is proposed to be incurred would have been less than five (5), determined on a consolidated and pro forma basis as if the additional Indebtedness proposed to be incurred had been incurred at the beginning of such four-quarter period; (v) declare or pay any cash or in-kind dividend...

Shareholder Approval Matters. (a) Canopy Rivers and AIM2 shall use all commercially reasonable efforts to prepare, as promptly as practicable after the date of this Agreement, the Circular, together with any other documents required under Canadian Securities Laws and the policies of the TSXV in connection with the Canopy Rivers Meeting and the AIM2 Meeting. (b) As soon as practicable after the date hereof, Canopy Rivers shall call and hold the Canopy Rivers Meeting and AIM2 shall call and hold the AIM2 Meeting and Canopy Rivers and AIM2 shall deliver the Circular and all other documentation required in connection with the Canopy Rivers Meeting and the AIM2 Meeting to the Canopy Rivers Shareholders and the AIM2 Shareholders, respectively. The Canopy Rivers Meeting and the AIM2 Meeting shall be held at the earliest practicable date following the mailing of the Circular and in any event on or before September 15, 2018, unless otherwise mutually agreed upon by AIM2 and Canopy Rivers. (c) The Circular shall include, inter alia, the unanimous recommendation of the board of directors of AIM2 that the AIM2 Shareholders vote in favour of approval of each of the AIM2 Resolutions and the unanimous recommendation of the board of directors of Canopy Rivers that the Canopy Rivers Shareholders vote in favour of approval of the Amalgamation Resolution. (d) Each of Canopy Rivers and AIM2 and their respective legal counsel shall be given a reasonable opportunity to review and comment on the Circular and other documents related thereto before they become final, and reasonable consideration shall be given to any comments made by such Party and its legal counsel, provided that all information relating solely to a Party included in the Circular shall be in form and content satisfactory to such Party, acting reasonably. (e) Canopy Rivers covenants that the Circular will comply as to form in all material respects with Canadian Securities Law and that none of the information to be supplied by Canopy Rivers for inclusion in the Circular will at the time of the mailing of the Circular contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event with respect to Canopy Rivers, its officers or directors shall occur that is required to be described in the Circular, Canopy Rivers shall g...

Shareholder Approval Matters. The Company shall hold, before the date of the Closing, a special meeting of shareholders (the “Shareholder Meeting”) for the purpose of obtaining the approval of the shareholders of the Company of (i) an amendment to the Articles to increase the registered share capital of the Company to a number of Ordinary Shares sufficient to allow for the full issuance of the Shares at the Closing and the full exercise of the Warrants, if any, issued as part of the Closing (subject to the Ownership Cap), (ii) engagement in a new directors and officers insurance policy in such scope and coverage as shall be determined by the Company’s Board of Directors, and (iii) such other matters as may be required by applicable law in connection with the transactions contemplated by this Agreement (such approval, the “Shareholder Approval”). The Company shall use its reasonable commercial efforts to hold the Shareholder Meeting no later than September 8, 2025 (subject to the Company having the authority to postpone the Shareholder Meeting in order to offer shareholders more time to vote or if a quorum is not present) (the “Shareholder Approval Deadline”). The Company shall use its reasonable commercial efforts to obtain the Shareholder Approval. If, despite the Company’s reasonable commercial efforts, Shareholder Approval is not effected on or prior to the Shareholder Approval Deadline, the Company shall cause an additional shareholder meeting to be held two (2) months thereafter (a “Subsequent Shareholder Approval Deadline”).

Shareholder Approval Matters. So long as an Investor owns no less than 5% of the Series A Preferred Shares outstanding, each of the Company and the other Group Companies shall not, directly or indirectly, engage in any of the following acts without the affirmative approval of the holders of a majority of the Series A Preferred Shares, voting as a single class on an as-converted basis: (a) increase or decrease the share capital, any issuance or sale of shares, other equity securities or otherwise change the capital structure; (b) any merger, acquisition, consolidation, amalgamation or division of any Group Company; (c) sale, transfer, or Encumbrance of all or substantially all of assets of the Group Companies; (d) any change, amendment or modification of the Memorandum and Articles with respect to the cancellation or amendment to the rights of the Series A Preferred Shares; (e) any change of the size or composition of the board of directors and the manner in which the directors of each of the Group Company are appointed; (f) any declaration, set aside or payment of a dividend to any shareholder of any of Group Company; (g) the commencement of or consent to any proceeding seeking liquidation, dissolution or winding-up of the Company, the Operating Entities (as defined in the Purchase Agreements) or the other Major Subsidiaries, or effect a transaction constituting a Liquidation Event; (h) alteration of the rights, preferences, the number, the privileges or the restrictions of the Series A Preferred Shares any action that authorizes, creates or issues any class or series of Equity Securities having rights, preferences, privileges or powers superior to or on a parity with the Series A Preferred Shares with respect to voting, payment of dividends, redemption, distribution upon liquidation or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any of the foregoing; or (i) any termination of or material amendments to the Amended and Restated VIE Agreements or other arrangements regarding the VIE Structure that may affect the rights or interests of such Investor; or (j) agree or undertake to do any of the foregoing.

Shareholder Approval Matters. (a) Subject to clauses 6.7(b) and 6.13, but otherwise despite any contrary provision in this agreement, the Major Fundamental Matters are reserved to the Major Shareholders and the Minor Fundamental Matters are reserved to the Major Shareholders and the Minor Shareholders (if any). Subject to clauses 6.7(b) and 6.13 a decision in relation to any of the Fundamental Matters may be made only by Unanimous Resolution of Shareholders in accordance with: (1) clause 6.7(e) and 6.7(f); or (2) clause 6.7(g), and the Companies must (and each Shareholder, to the extent within its power, must procure that the Companies) comply with any such decision in relation to any Fundamental Matter.

Shareholder Approval Matters. The Company shall hold, before the closing date of the Concurrent Offering (the “Concurrent Closing”), a special meeting of shareholders (the “Shareholder Meeting”) for the purpose of obtaining the approval of the shareholders of the Company of (i) an amendment to the Articles to increase the registered share capital of the Company to a number of Ordinary Shares sufficient to allow for the full issuance of the Warrant Shares issuable upon exercise of the Warrants in this Offering and to allow for the full issuance of the Ordinary Shares issued as part of the Concurrent Closing (subject to the Ownership Cap), (ii) engagement in a new directors and officers insurance policy in such scope and coverage as shall be determined by the Company’s Board of Directors, and (iii) such other matters as may be required by applicable law in connection with the transactions contemplated by this Agreement and the Concurrent Offering (such approval, the “Shareholder Approval”). The Company shall use its reasonable commercial efforts to hold the Shareholder Meeting no later than September 8, 2025 (subject to the Company having the authority to postpone the Shareholder Meeting in order to offer shareholders more time to vote or if a quorum is not present) (the “Shareholder Approval Deadline”). The Company shall use its reasonable commercial efforts to obtain the Shareholder Approval. If, despite the Company’s reasonable commercial efforts, Shareholder Approval is not effected on or prior to the Shareholder Approval Deadline, the Company shall cause an additional shareholder meeting to be held two (2) months thereafter (a “Subsequent Shareholder Approval Deadline”).

Shareholder Approval Matters