Shareholders Committee i. Name of non-executive director heading the committee ii. Name and designation of compliance officer iii. Number of shareholders’ complaints received so far
Shareholders Committee. (a) By the execution and delivery of this Agreement, each Shareholder shall be deemed to have appointed Xxxxxxx X. Xxxxx, Xx., Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx as the initial members of a three-person committee (the "SHAREHOLDERS' COMMITTEE"), to have irrevocably designated the Shareholders' Committee as the agent of each of the Shareholders with full power and authority, except as otherwise provided in this Agreement, in the name of and on behalf of the Shareholders, or in the name of the Shareholder' Committee, to take all actions required or permitted under this Agreement, to execute in the name of and on behalf of the Shareholders the Escrow Agreement, to take all actions required or permitted under the Escrow Agreement, and to bind and act on behalf of the Shareholders with respect to any matters which may arise under or in connection with this Agreement and the Escrow Agreement. Without limiting the foregoing, the authority and responsibilities of the Shareholders' Committee shall include, but not necessarily be limited to, the power:
(i) to act for the Shareholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any Claim on behalf of the Shareholders and to transact matters of litigation;
(ii) to execute and deliver the Escrow Agreement and all other ancillary agreements, certificates and documents that the Shareholders' Committee deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement;
(iii) to receive funds and give receipts for funds, including in respect of any adjustments to the Purchase Price and any payments out of the Escrowed Funds;
(iv) to do or refrain from doing any further act or deed on behalf of the Shareholders that the Shareholders' Committee deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Shareholders could do if personally present;
(v) to receive service of process in connection with any Claims under this Agreement; and
(vi) to engage accountants, lawyers and other person which, in the discretion of the Shareholders' Committee, shall be necessary or advisable in connection with carrying out its responsibilities under this Agreement and the Escrow Agreement.
(b) By execution and delivery of this Agreement, each Shareholder shall be deemed to have approved the following terms and conditions pertaining to the Sh...
Shareholders Committee. Name of non-executive director heading the committee Name and designation of compliance officer Number of shareholders complaints received so far Number not solved to the satisfaction of shareholders Number of pending share transfers General Body meetings. Location and time, where last three AGMs held. Whether special resolutions Were put through postal ballot last year, details of voting pattern. Person who conducted the postal ballot exercise Are proposed to be conducted through postal ballot Procedure for postal ballot Disclosures. Disclosures on materially significant related party transactions i.e. transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of company at large. Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. Means of communication. Half-yearly report sent to each household of shareholders. Quarterly results Which newspapers normally published in. Any website, where displayed Whether it also displays official news releases; and The presentations made to institutional investors or to the analysts. Whether MD&A is a part of annual report or not. General Shareholder information AGM : Date, time and venue Financial Calendar Date of Book closure Dividend Payment Date Listing on Stock Exchanges Stock Code Market Price Data : High., Low during each month in last financial year Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc.
Shareholders Committee. The State shall be a member of the SC, or (where appropriate) the MSC and the CoS of the Network Company. If the Network Company has these bodies, but they do not have a statutory basis in the articles of association, the shareholders of the Network Company concerned, together with the Network Company concerned, will ensure that these bodies and their corresponding information, consultation, advice and/or approval rights are given a statutory basis to the extent legally possible.
Shareholders Committee. 13.1. Effective as of and automatically by virtue of the Closing, there shall be (and hereby is) established a committee (the "Shareholders Committee") consisting of three individuals ("Representatives"). The Shareholders Committee shall meet on such date(s) and at such time(s) as any Representative may request from time to time following the Closing, on not less than three (3) days' prior written notice to each Representative. Notices of meetings may but need not specify the business to be conducted at the meeting. Each meeting of the Representatives shall be held in the downtown Denver area or such other location as the Representatives may unanimously agree. Each Representative shall be entitled to attend each meeting by telephonic connection where each Representative may hear each other Representative. The attendance of at least two Representatives at a meeting duly called shall constitute a quorum for the transaction of business at the meeting. All actions of the Shareholders Committee may and shall be made either (i) by majority vote of a quorum at a meeting, duly called, or (ii) by unanimous written consent of all Representatives then in office. The resignation, death, disability or other event precluding a Representative from serving as such shall not preclude action by the other two Representatives then in office.
13.2. One Representative may and shall be appointed (and may be rexxxxx xxd replaced for any reason) from time to time by the persons and entities who, immediately prior to the Closing, held a majority of all CFC shares held by members and affiliates of members of the Allison family. The initial appointee as Representative xx xxx Allison family is John W. Allison, Jr.
13.3. One Rxxxxxxxtative may and shall xx xxxxxxxxx (xxx xxy be rexxxxx xxd replaced for any reason) from time to time by the persons and entities who, immediately prior to the Closing, held a majority of all CFC shares held by members and affiliates of members of the Kintzele, Wilkinson and Kullgren families. The xxxxxxx appointee xx Repxxxxxxxxive of the Kintzele, Wilkinson and Kullgren families is Gregory X. Xxxxxele.
03.4. Onx Xxxxxsentative may and shall xx xxxxxxxxx (xxx xay be rexxxxx xxd replaced for any reason) from time to time by the persons and entities who, immediately prior to the Closing, held a majority of all CFC Common Stock held by all shareholders who were neither members nor affiliates of members of any of the Allison, Kintzele, Wilkinson or Kullgren fam...
Shareholders Committee. 1. According to Part X of the Articles of Association of Artemis to be adopted in accordance with Part III Sec. 1 above, Artemis has a shareholders’ committee. Four (4) members of the shareholders’ committee shall be appointed by Taconic and one (1) member shall be appointed by Exelixis. The shareholders’ committee is expected to initially consist of five members, including [ * ]. Members of the shareholders’ committee being managing directors of Artemis shall be excluded from such negotiations of the shareholders’ committee, and shall have no vote in such resolutions of the shareholders’ committee, that concern their role as managing directors of Artemis.
2. In addition to the competences set forth in the Articles of Association of Artemis, the shareholders’ committee shall have the exclusive authority to determine:
(a) the purpose and the overall strategy of Artemis;
(b) product development priorities;
(c) annual budget of Artemis (including projected revenues, expenses, CAPEX, operating profits, indebtedness, cash flows and headcount);
(d) any funding to be provided by the shareholders of Artemis; and
(e) agreements granting exclusivity to any Party for a genetic model or technology. The resolution of the shareholders’ committee set forth in 2(a) and (e) shall require a unanimous vote. The Parties shall conduct a shareholders’ meeting to adopt resolutions allocating the appropriate responsibilities to the shareholders’ committee.
3. The Parties shall cause the shareholders’ meeting to adopt the rules of procedure of the shareholders’ committee of Artemis as attached hereto as Annex VI.3.
Shareholders Committee. 1. The Company shall have a shareholders’ committee.
2. The shareholders’ committee shall advise and assist the management of the Company in all matters of the Company. Furthermore, the shareholders’ committee shall have the exclusive authority to resolve upon:
(a) appointment of managing directors;
(b) revocation of managing directors;
(c) rules of procedure of the managing directors;
(d) approvals to actions by the managing directors requiring the approval of the shareholders’ committee according to the rules of procedure of the managing directors;
(e) conclusion, termination and amendment of employment agreements with managing directors;
(f) issuance of directions to the managing directors;
(g) exoneration (Entlastung) of the managing directors;
(h) election of auditors;
(i) approval (Feststellung) of the annual financial statements and changes of the annual financial statements, if any;
Shareholders Committee. There is hereby irrevocably constituted a committee (the "Shareholders Committee") on behalf of the holders of the shares of Seller Common Stock entitled to payment pursuant to Section 3.01(b) to act as such shareholders' respective agent, representative and attorney-in-fact for all purposes and with respect to all matters arising under the Escrow Agreement. The powers and authority of the Shareholders Committee shall include the power and authority to amend and vary the Escrow Agreement as permitted therein, to give and accept notices thereunder, to provide for, manage and administer the defense or resolution of any claims or contingencies described therein, to enter into one or more agreements or other instruments in furtherance of their duties under the Escrow Agreement, and to otherwise exercise all rights and privileges necessary and appropriate to carry out the purposes and intent of the Escrow Agreement. The initial members of the Shareholders Committee shall be Xxxxx X. Xxxxx, Xxxx X. Xxxxxxx and Xxxxx X.
Shareholders Committee. The JV Company shall establish a shareholders’ committee as the authority to exercise its functions and powers in accordance with the meeting procedures, contents and voting procedures stipulated under the articles of association of the JV Company. Executive directors, supervisors and general manager: The JV Company shall have one executive director, two supervisors, and one general manager, which shall exercise their functions and powers in accordance with the articles of association of the JV Company. The executive director shall be the legal representative of the JV Company, recommended by Xxxxx Environment and subsequently elected by the shareholders’ committee; the supervisors shall be recommended by Baowu Environment and the Company respectively and subsequently elected by the shareholders’ committee; the general manager shall be recommended by Baowu Environment and subsequently recruited by the shareholders’ committee, and the executive director can concurrently serve as the general manager.
Shareholders Committee. Shareholders’ Committee, as the company’s supreme organ, shall exercise its powers in accordance with relevant Chinese laws. The following (a) to (b) items require affirmative votes by shareholders representing two-thirds of the votes, and other items by shareholders representing one-third of the votes;
(a) Make resolution for the increase or reduction of registered capital of the company;
(b) Make resolution for the company’s merger, division, termination, dissolution, liquidation, bankruptcy filing, or change in company form;
(c) Amendment of the company's articles of association;
(d) Make resolution for issuing of corporate bonds
