Shareholder Resolutions. Attached hereto marked C is a true and complete copy of a resolution of all the shareholders of the Obligor unanimously passed authorising and directing the execution and performance by the Obligor of the Transaction Documents to which it is a party.]
Shareholder Resolutions. If required by law, a copy of a resolution signed by all the holders of the issued shares in each Security Party (other than the Borrower), approving the terms of, and the transactions contemplated by, the Relevant Documents to which that Security Party is a party.
Shareholder Resolutions. A copy of a resolution signed by all the holders of the issued shares in the Borrower, approving the terms of, and the transactions contemplated by, the Relevant Documents to which the Borrower is a party.
Shareholder Resolutions. 4.1 It has been determined that the Transactions do not constitute a Major Transaction for the purposes of section 129 of the Act.
Shareholder Resolutions. Subject to clause 3.2(b) and the Corporations Act, all Shareholder resolutions must be passed by an ordinary resolution.
Shareholder Resolutions. Acquiror shall have received resolutions of each Target Company's stockholders, dated after the date hereof and immediately prior to the Effective Time, and certified by such Target Company's Secretary, unanimously approving, ratifying and confirming (1) all matters and things done by the officers and directors of such Target Company at any time in the conduct its business or otherwise during the course of operations, and (2) the consummation of the Unitary Transactions and other transactions contemplated by this Agreement.
Shareholder Resolutions. Shareholder resolutions shall be adopted as follows:
a. by unanimous approval in relation to any reseloution to change the Company’s name or nationality or increase or decrease the financial liability of the Shareholders.
b. By approval of Shareholders who together own at least 75% of the Company’s capital in relation to any amendment to the Articles of Association of the Company, appointment or removal of the external auditor, or Board of Managers remuneration ; or distribution of profit, or voluntary reserve; and
c. except as mentioned in articles (A) and (B) above, resolutions adopted by the approval of Shareholders who own at least fifty one (51%) of the Company’s capital.
Shareholder Resolutions. (1) The Managing Director is bound by the resolutions of the Shareholder adopted at a Shareholders’ Meeting. In particular, actions taken by the Shareholder at a Shareholders’ Meeting can define general guidelines regarding the conduct of business transactions. Moreover through the Shareholders’ Meeting the Shareholder can issue binding rules of procedure defining the demarcation of the areas of activity of the Managing Director.
(2) Subject to further instructions provided by the Shareholder at a Shareholders’ Meeting, the Managing Director shall require the prior approval of Shareholder at a Shareholders’ Meeting for all activities going above and beyond Versant Germany’s ordinary scope of business activities.
(3) Consent of the Shareholder can already be granted in advance, including for individual groups of transactions. Specific inclusion of a particular matter in the annual budget for Versant Germany approved by the Shareholder shall count as the shareholder’s consent to such matter, unless a reservation was attached to its adoption in this respect.
(4) All consents and approvals of the Shareholder described in this § 3B mean such consents and approvals of the Shareholder as are approved by the Versant Board.
Shareholder Resolutions. 4.1 [Option 1: It has been determined that the Transactions are a "Major Transaction" for the purposes of section 129 of the Act. Accordingly [all of] the shareholders of the Company have by special resolution:
(a) approved the Document[s] and the Transactions; and
(b) confirmed, approved and ratified the resolutions of the Board referred to above.
4.2 Option 2: It has been determined that the Transactions do not constitute a "Major Transaction" for the purpose of section 129 of the Act.]
Shareholder Resolutions. Copies of the resolutions of the shareholders of BMREIC authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.
