Shareholder Proceedings Sample Clauses

Shareholder Proceedings. 6.1 All General Meetings shall take place in accordance with Law and the Articles. 6.2 All General Meetings shall be held in Hong Kong (or at such other location as may be approved the Shareholders). 6.3 Majority Shareholder shall designate one of the Directors appointed by it to act as chair to preside over a General Meeting (and, if no such person is present, Majority Shareholder shall designate one of its representatives present at such meeting to act as chair at such meeting). The chair shall not have a second or casting vote at any General Meeting. 6.4 Proceedings of General Meetings and related papers, minutes and notices shall be in English or Chinese. 6.5 No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business and remains present during the transaction of business. Subject to Clause 6.6, a quorum shall exist at any General Meeting if at least one representative of each Shareholder is present, being Shareholders entitled to vote on the matter concerned. 6.6 If a quorum is not present at a General Meeting within 30 minutes from the time specified for the General Meeting, or if during the meeting a quorum is no longer present, the meeting shall be adjourned for at least five, but no more than ten, Business Days excluding the date of the original meeting and the date of the adjourned meeting (as those Directors who are present shall determine by a simple majority or, if there is no agreement by simple majority, as Majority Shareholder shall determine) to the same place and time of day. A quorum shall exist at the adjourned General Meeting if at least one representative of Majority Shareholder is present (provided that no Reserved Matter shall be transacted at any such adjourned meeting).

Shareholder Proceedings. The Company will keep Parent reasonably apprised of all important developments relating to, and consult with Parent with respect to, any Proceedings by a Company shareholder (including derivative claims) relating to the transactions contemplated by this Agreement, and, subject to applicable Law, will use reasonable efforts to defend against any such Proceedings. Parent and Merger Sub may participate in (but not control) the defense of any such Proceedings, and, subject to applicable Law, the Company will reasonably cooperate with Parent and Merger Sub to defend against any such Proceedings. Notwithstanding the foregoing, the Company may not settle or offer to settle any such Proceedings without the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed).