Shareholder Resolution. SUB will use its reasonable best efforts to seek the approval of the SUB Stockholders for the Merger. As promptly as is reasonably practicable after the date of this Agreement, SUB shall deliver to its sole Stockholder a corporate resolution and copy of this Agreement for the purpose of approving and authorizing this Agreement.
Shareholder Resolution. Waiving any formal and time regulations, a shareholder meeting is called and the following resolution adopted: The first business manager appointed is Xx. Xxxxxxxxx Xxxx. He always has the authority of single representation and is exempted from the limitations of Section 181 of the Civil Code (prohibition of acting as contracting party and of multiple representations).
Shareholder Resolution. The Shareholder Resolution will be proposed at an extraordinary general meeting of the Company to approve the transfer by Telewest of all of the assets of Telewest (other than the shares in Telewest Jersey, the shares in New Telewest and a cash amount) to Telewest UK Limited in return for the issue of New Shares by New Telewest. Governance: All organizational documents and arrangements relating to corporate governance of New Telewest shall be consistent with U.S. best practices and U.K. best practices to the extent not inconsistent with U.S. best practices and shall provide for a staggered board of directors and anti-takeover measures, including a poison pill.
Shareholder Resolution. Cause to be delivered to the Administrative Agent, on or prior to the earlier of (a) October 15, 2003 and (b) the date upon which the conditions precedent set forth in Section 4.3 are satisfied, a copy of a special resolution duly adopted by the shareholders of the UK Insurance Subsidiary, which resolution shall (i) be certified as being true and correct by a director and/or secretary of such company, (ii) be in form and substance satisfactory to the Administrative Agent and (iii) amend Article 6 of the articles of association of the UK Insurance Subsidiary such that its directors may not refuse to register a transfer of shares in certain circumstances.
Shareholder Resolution. The Shareholders shall procure that no act or event shall occur which is analogous to or has a substantially similar effect to any of the Reserved Matters without the prior approval of the Board in accordance with Clause 4.1. In the event that any of the Reserved Matters is considered at any general meeting of the Company, the other Shareholders hereby undertake that for so long as the Shareholding Requirement is satisfied, they will not approve any resolution for such Reserved Matters without the prior written approval of the Preference Shareholders holding in aggregate not less than 85% of the total Preference Shares.
Shareholder Resolution. Any matters herein requiring actions or approval of Shareholders shall limit the discretion of Directors in the management of corporate issues.
Shareholder Resolution. Baidu Holdings Limited, being the sole shareholder of Baidu Online Network Technology (Beijing) Co., Ltd. (the “Company”), hereby resolves as follows in writing on June 28, 2018 pursuant to the articles of association of the Company:
Shareholder Resolution. Seller and Purchaser passed the shareholders’ resolution attached for information purposes as Exhibit 2.4 (i) hereto approving of the sale and transfer of the Sale Share by Seller to Purchaser in accordance with Section 14 of the Articles of Association. The declaration of the Company consenting to the sale and transfer of the Sale Share in accordance with Section 14 of the Articles of Association is attached as Exhibit 2.4 (ii) hereto for information purpose.
Shareholder Resolution. A Resolution of the shareholders of Bartech, passed unanimously by all of the Sellers, approving this Agreement and all the transactions referenced and/or contemplated hereby, duly certified by Bartech's legal counsel as having been duly passed in accordance with Bartech's Articles of Association and in accordance with applicable law, shall be included among the documents to be delivered at Closing, pursuant to Section 3.2 above.
Shareholder Resolution. A copy of an executed written unanimous resolution of the Company’s shareholders, in the form attached hereto as Exhibit I, approving, inter alia, the adoption of the Amended Articles.
