Shareholder Consents Sample Clauses
The Shareholder Consents clause defines the requirement for shareholders to formally approve certain actions or decisions within a company. Typically, this clause outlines which matters need shareholder consent—such as major transactions, amendments to governing documents, or the issuance of new shares—and specifies the process for obtaining such approval, whether by written resolution or at a meeting. Its core function is to ensure that significant corporate decisions cannot be made unilaterally by directors or a minority of shareholders, thereby protecting the interests of all shareholders and promoting transparency in corporate governance.
POPULAR SAMPLE Copied 2 times
Shareholder Consents. Except as provided on Schedule 3.3, no approval, consent, order or action of or filing with any court, administrative agency, governmental authority or other third party is required for the execution, delivery or performance by the Shareholders of this Agreement or any Shareholder Related Document other than filings related to the IPO. The execution, delivery and performance by each Shareholder of this Agreement and the Shareholder Related Documents do not violate any mortgage, indenture, contract, agreement, lease or commitment or other instrument of any kind to which such Shareholder is a party or by which such Shareholder or such Shareholder's assets or properties may be bound or affected or any law, rule or regulation applicable to such Shareholder or any court injunction, order or decree or any valid and enforceable order of any governmental agency in effect as of the date hereof having jurisdiction over such Shareholder.
Shareholder Consents. Under the rules of the New York Stock Exchange, shareholder approval is required prior to listing of the Shares on the Exchange. SCHEDULE 3.4 Capitalization at June 27, 2002 (in thousands) Number of Votes, after giving effect to the Transactions ----------------------------------------- Actual Assumes Assumes Shares before Investor subscribes Full Subscription Transactions at $0.55 at $0.55 ------------- ------------------- ------------------ Convertible Preferred Stock 256 21,679 (a) 21,679 (a) Common shares outstanding (net of treasury) 64,280 64,280 64,280 Investor common shares - 63,636 (b) 23,091 (c) Non-Investor common shares - - 67,818 (d) Series C Preferred Stock - - 40,545 (e) ------- ------- Total votes 149,596 217,414 ======= ======= Investor voting percentage 57.0% 39.2%
Shareholder Consents. 5 3.4 Organization, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3.5 Capitalization of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.6
Shareholder Consents. The Company undertakes to the Council that it shall not, (save as set out in or as required by this Agreement) without the prior written consent of the Council carry out any of the matters referred to in paragraph 1.2 of this Schedule 2.
Shareholder Consents. 4 3.4 Organization, Etc...............................................................................4 3.5 Capitalization of the Company...................................................................5 3.6
Shareholder Consents. (a) The Company shall use commercially reasonable efforts to take all action necessary in accordance with this Agreement, the Company Governing Document, and the applicable Laws, to obtain the Requisite Company Shareholder Approval, if so required under Laws of the Cayman Islands, for the transactions contemplated in this Agreement. The Company’s obligation to use commercially reasonable efforts to obtain the Requisite Company Shareholder Approval pursuant to this Section 7.10 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or the withholding, withdrawal, amendment or modification by Company’s board of directors of its unanimous recommendation to the holders of Company Ordinary Shares in favor of the adoption of this Agreement and the approval of the Acquisition Merger. Upon obtaining the Requisite Company Shareholder Approval, Company shall promptly deliver copies of the documents evidencing the obtainment of the Requisite Company Shareholder Approval to SPAC.
(b) If required under Law, the Company shall prepare and mail (or email) to each Company Shareholder, a notice (as it may be amended or supplemented from time to time, the “Shareholder Notice”) setting out the material terms of this Agreement. Prior to its delivery, SPAC shall be entitled to review the Shareholder Notice and Company shall take reasonable steps to reflect any comments received from SPAC or its Representatives in the Shareholder Notice, and, following its delivery, no amendment or supplement to the Shareholder Notice shall be made by the Company without the approval of SPAC. The Company shall not include in the Shareholder Notice any information with respect to SPAC or any of its Affiliates, the form and content of which information shall not have been approved by SPAC prior to such inclusion (such approval not to be unreasonably withheld, delayed or conditioned). Each of SPAC and the Company agree to direct their respective Representatives to reasonably cooperate in the preparation of the Shareholder Notice and any amendment or supplement thereto.
Shareholder Consents. By their signatures hereto, all Shareholders of GP and Inmold, Inc. shall be deemed to have voted to approve the arrangement and reorganization (exchange of stock), transaction, i.e. the exchange of 3,911,122 free trading shares of Inmold, Inc. common stock with the holders of all outstanding shares of the common stock of ▇▇▇▇▇▇▇ Confectionery Products, Inc. "SCP") for 7,822,244 shares of SCP's common stock held by them on a 1 share of lnmold, Inc. for 2 shares of SCP basis and the balance of the arrangement and reorganization (exchange of stock) transaction whereby Inmold, Inc. will acquire all of the outstanding common stock of GP in exchange for 1,000,000 shares of Inmold, Inc.'s restricted common stock under this Agreement and the fairness thereof By their exchanges, SCP Shareholders shall likewise be deemed to have consented to the arrangement and reorganization (exchange of stock) transaction by favorable Shareholder Vote at a Special Meeting for Shareholders, conducted on April 9, 1997.
Shareholder Consents. (a) The Company shall use commercially reasonable efforts to take all action necessary in accordance with this Agreement, the Companies Act and the Amended and Restated M&A, to obtain the Written Resolution. The Company’s obligation to use commercially reasonable efforts to obtain the Written Resolution pursuant to this Section 7.10 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or the withholding, withdrawal, amendment or modification by the Company’s board of directors of its unanimous recommendation to the holders of Company Ordinary Shares in favor of the adoption of this Agreement and the approval of the Merger. Upon obtaining the Written Resolution, as applicable, the Company shall promptly deliver copies of the executed Written Consent or other documents evidencing the obtainment of the Written Resolution to Parent.
(b) Reserved.
(c) Reserved.
Shareholder Consents. 13 4.8 Restrictions on Transfer .................................................................................................... 13 4.9
Shareholder Consents. The Merger shall have been approved by the OutPost Shareholders in accordance with the Washington Business Corporation Act.