Shareholder Matters. None of the matters set forth in this Agreement require the approval of the Company's shareholders.
Shareholder Matters. Give notice to IFC, concurrently with such Original Obligor ‘s notification to its shareholders, of any meeting of its shareholders, such notice to include the agenda of the meeting; and, as soon as available, deliver to IFC 2 copies of:
(i) all notices, reports and other communications of such Original Obligor to its shareholders, whether any such communication has been made on an individual basis or by way of publication in a newspaper or other communication medium; and
(ii) the minutes of all shareholders’ meetings;
Shareholder Matters. Except as disclosed on Schedule 3.23, none of the matters set forth in this Agreement require the approval of the Company's shareholders.
Shareholder Matters. (i) Immediately prior to the execution of this Agreement, the Company received a copy of the “Buyout Notice”, as such term is defined in the Shareholders’ Agreement, duly executed by Stockholders holding a majority of the then outstanding Shares, in the form to be delivered to the Shareholders (as defined in the Shareholders’ Agreement) in accordance with Section 4.5(a) of the Shareholders’ Agreement. Such Buyout Notice complies with Section 4.5 of the Shareholders’ Agreement. Pursuant to Section 4.5(c) of the Shareholders’ Agreement, each Stockholder has irrevocably waived any dissenters’ rights, appraisal rights or similar rights in connection with the transactions contemplated by this Agreement, including the Merger.
(ii) This Agreement and the actions required to be taken by any party hereunder are in compliance with the provisions of the Shareholders’ Agreement and, upon consummation of the Merger and payment of the Total Merger Consideration, satisfy any and all obligations of the Company thereunder.
(iii) No Stockholder has any rights of appraisal, dissenters’ rights or any similar rights relating to the Merger by virtue of, or with respect to, any shares of capital stock of the Company (including those rights pursuant to Section 262 of the DGCL) that have not been waived in accordance with the Shareholders’ Agreement.
(iv) Assuming the accuracy of the Buyer’s representations and warranties set forth in Section 3.2, no “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover Applicable Law is, or at the Effective Time will be, applicable to the transactions contemplated by this Agreement or the Transaction Documents.
(v) The Shareholders’ Agreement is the valid and binding obligation of the parties thereto and is enforceable against the Company and each Stockholder in accordance with its terms and conditions, except that the enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Shareholder Matters. (a) Each Shareholder for himself, herself or itself only, represents and warrants as follows:
(i) this Agreement has been duly and validly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(ii) he, she or it has had both the opportunity to ask questions and receive answers from the officers and directors of Parent and all persons acting on Parent’s behalf concerning the business and operations of Parent and to obtain any additional information to the extent Parent possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information;
(iii) he, she or it has had access to the Parent SEC Reports (as defined in Section 3.7) filed prior to the date of this Agreement;
(iv) he, she or it has all necessary approval and authorization to execute and deliver this Agreement and execute his, her or its obligations hereunder;
(v) that the execution and delivery of this Agreement by such Shareholder does not, and the performance of his, her or its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority or similar body, domestic or foreign (each a “Governmental Entity”), except (1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 10.2(m)) on such Shareholder or the Company or, after the Closing, Parent, or prevent the parties hereto from performing their material obligations under this Agreement;
(vi) he, she or it understands that he, she or it must bear the economic risk of the investment in th...
Shareholder Matters. Any shareholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the applicable laws, the constating documents of the Company, the terms hereof or otherwise with respect to the issuance of Series 2 Preferred Shares may be effected by written consent of the Company’s shareholders or at a duly called meeting of the Company’s shareholders, all in accordance with applicable laws.
Shareholder Matters. Except as otherwise provided herein, none of the following actions shall be taken by the Company without the affirmative approval of a majority of the Shares entitled to vote thereon of each of the Shareholders:
(a) declaration or payment of any dividend or distribution or the like, or any redemption subsequent to the date hereof;
(b) any amendment, change or restatement of the Articles of Incorporation or the Bylaws of the Company;
(c) the dissolution, winding-up or liquidation of the Company;
(d) the entry into bankruptcy or insolvency proceedings, whether voluntary or involuntary; or
(e) the change in the business of the Company as presently conducted or as contemplated as of the date hereof.
Shareholder Matters. The Board shall be empowered to make all decisions in respect of the Asia JV to the maximum extent permitted by applicable Legal Requirements. Matters required by applicable Legal Requirements to be approved by the shareholders shall require the vote of shareholders holding 75% of the outstanding shares (with each class voting together as a single class) of Asia JV, except that any amendment to the organizational documents of Asia JV shall require unanimous shareholder approval. Shares of Asia JV shall not be transferrable without the approval of the Board.
Shareholder Matters. Effective Closing, the following corporate transactions and initiatives (as well as those required by applicable law) may only be undertaken by Canco upon the affirmative vote of that number of Canco Shares that represents greater than 50% of the Canco Shares then issued and outstanding:
(a) the issuance of shares and equity interests, other than as a result of the equity issuances contemplated by sections 4 and 5 above;
(b) amendments to the charter documents of Canco or Blueberries;
(c) the public offering or public listing of shares or equity interests, other than as a result of the RTO Transaction contemplated herein;
(d) changes to the number of directors on the Board; and
(e) mergers, consolidations, reorganizations or business combinations, other than the RTO Transaction contemplated herein. The Parties agree that this provision shall automatically terminate concurrently with the completion of the RTO Transaction.
Shareholder Matters. 3.1 The Parties agree that the shareholders agreement between the major shareholders of the Company (the “Shareholders Agreement”) shall become effective at the date of closing of the contributions of the direct and indirect stakes in the Operating Companies to the Company by the Parties (the “Closing Date”) and shall be terminated (i) by mutual written consent of the parties thereto, or (ii) with respect to such party only, once that party’s shareholding falls substantially below its ownership level as of the Closing Date.
3.2 The Parties agree that, at the Closing Date, and assuming that all shareholdings in MegaFon currently held by (i) the Alfa Parties, (ii) the Sonera Parties and (iii) persons other than the Alfa Parties and the Sonera Parties (such other persons, the “AF Telecom Parties”) are contributed into the Company, the shareholdings in the Company of the Sonera Parties shall be substantially equal to the aggregate shareholding of the Alfa Parties and the AF Telecom Parties.
3.3 In accordance with clause 1.1 above, the Parties shall negotiate and agree in the Definitive Agreements limitations on acquisitions and disposals of shares of the Company that will include the following principles: (i) without the consent of the Alfa Parties and, if the AF Telecom Parties are parties to the Shareholders Agreement, the consent of the AF Telecom Parties, none of the Sonera Parties or any of their affiliates will take any steps designed to, with the purpose or intention of, or with the effect of the Sonera Parties taking control of the Company or its subsidiaries, including, without limitation, by acquiring directly or indirectly any additional shares or derivative securities in the Company or its subsidiaries, (ii) without the consent of the Sonera Parties, none of the Alfa Parties, the AF Telecom Parties (if they are parties) or any of their affiliates will take any steps designed to, with purpose or intention of, or with the effect of the Alfa Parties, the AF Telecom Parties or both of them collectively taking control of the Company or its subsidiaries, including, without limitation, by acquiring directly or indirectly any additional shares or derivative securities in the Company or its subsidiaries, and (iii) none of the parties to the Shareholders Agreement, whether together or in concert with third parties, will be able to circumvent the principles in (i) and (ii) through sales and repurchases or other transactions. For purposes of this clause 3.3, “...
