Shareholders Meetings. The Company, acting through the Company Special Committee, shall take all actions in accordance with applicable Law, the Company Memorandum and the rules and regulations of the New York Stock Exchange to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting for the purpose of considering and voting upon the approval of this Agreement, the Mergers and the other transactions contemplated hereby. Subject to Section 6.07, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action to solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, the Mergers and the other transactions contemplated hereby and shall take all other action reasonably necessary or advisable to secure the vote or consent of the Company Shareholders that is required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting.
Shareholders Meetings. 5.1 The Board may convene a General Meeting.
5.2 Subject to the provisions of applicable Law, at least twenty-one (21) Business Days written notice of every General Meeting shall be given to all Shareholders at their usual address, provided always that a General Meeting may be convened by a notice shorter than twenty-one (21) Business Days, in accordance with the provisions of applicable Law; provided, however, that any notice period shorter than twenty-one (21) Business Days shall require the prior consent of TTSL, TSL, MSIIPL, SMIT and IDFCPE III, which consent shall not be unreasonably delayed, conditioned or withheld.
5.3 The notice of each General Meeting shall include an agenda setting out the business proposed to be transacted at the meeting, together with copies of all relevant papers connected therewith and/or proposed to be placed before or tabled at the General Meeting.
5.4 The quorum for a General Meeting shall be in accordance with applicable Law, provided that it shall comprise at least one (1) representative of the Investor and one (1) representative representing both TTSL and TSL (the “Shareholder Meeting Quorum”). If the Shareholder Meeting Quorum is not present within thirty (30) minutes from the time when the meeting should have begun, or if during the meeting there is no longer a Shareholder Meeting Quorum, the meeting shall automatically be adjourned to the same day in the following week (an “Adjourned General Meeting”) in accordance with applicable Law. If the Shareholder Meeting Quorum is not present at an Adjourned General Meeting, the representatives present (which must include the representative of the Investor) shall constitute the quorum for such Adjourned General Meeting, and, subject to applicable Law and Clause 6 below, shall be entitled to vote and pass resolutions in relation to all matters (excluding the Affirmative Vote Matters in accordance with Clause 5.5 below). Each Party may, at its discretion, agree in writing to waive its respective rights under this Clause 5.4 on a case by case basis.
5.5 Notwithstanding anything else mentioned herein, (a) no resolution shall be taken up for consideration in respect of any of the Affirmative Vote Matters unless the quorum of the General Meeting comprises at least one (1) representative nominated by the Shareholder without whose Consent such Affirmative Vote Matter cannot be passed, and such representative is present at the beginning and throughout the meeting; provided, however, t...
Shareholders Meetings. IVAX shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a publ...
Shareholders Meetings. The Company will, as promptly as practicable following the execution of this Agreement, call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders Meeting") for the purpose of approving this Agreement and the transactions contemplated by this Agreement or obtain the unanimous written consent of its shareholders for the same aforementioned purpose.
Shareholders Meetings. The Company shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable after the date on which the S-4 becomes effective for the purpose of voting upon the approval and adoption of the Company Shareholder Matters (the “Company Shareholders’ Meeting”). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by the Company to its shareholders in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Parent Shareholders’ Meeting”). Parent will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Parent’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.3 of this Agreement, recommend to its shareholders approval of the Parent Shareholder Matters and (with the Company’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders in connection with this Agreement.
Shareholders Meetings. Shareholders of the Company shall receive notice of each shareholders’ meeting at least ten (10) Business Days before the scheduled date of such meeting. The Company shall have at least one shareholders’ meeting each calendar year. Such meeting will take place at such time and place as is determined by the Board. Meetings shall be conducted in the English language (with Japanese translation to the extent requested by SOFTBANK paid for by the Company), and minutes of such meetings shall be prepared by the Company in English and Japanese. In the event of conflict or controversy, the English version of the minutes shall control.
Shareholders Meetings. (a) Each of the Parties shall hold a meeting of its respective shareholders for the purpose of considering the Merger as described herein, which meeting has been called by each Party for September 15, 2000, and any adjournments thereof.
(b) Each of the Parties agrees to mail to each of its respective shareholders of record entitled to vote at the meeting of shareholders at which action is to be considered regarding the Merger, in sufficient time to comply with requirements as to notice thereof, a combined Proxy Statement and Prospectus which complies in all material respects with the applicable provisions of Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations, respectively, thereunder.
Shareholders Meetings. The Company shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable after the date on which the S-4 becomes effective for the purpose of voting upon the approval and adoption of the Company Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Company Shareholders’ Meeting’”). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.03 of this Agreement, recommend to its shareholders approval of the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by the Company to its shareholders in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters (the “Parent Shareholders’ Meeting’”). Parent will, through its Board of Directors, recommend to its shareholders approval of the Parent Shareholder Matters and (with the Company’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders in connection with this Agreement.
Shareholders Meetings. (a) Company T shall take, in accordance with applicable Law and its memorandum and articles of association, all actions necessary to (a) cause an annual or extraordinary general meeting of its shareholders (the “Company T Shareholders Meeting”) to be duly called and held as soon as practicable after the SEC declares the Form F-4 effective for the purpose of voting on the authorization and approval by way of special resolution of this Agreement, the Merger and the Plan of Merger and (b) subject to its fiduciary duties, solicit proxies from its shareholders to obtain the Required Company T Vote for such authorization and approval. The Company T Board shall, subject to Section 6.2(b), recommend authorization and approval of this Agreement, the Merger and the Plan of Merger by Company T’s shareholders.
(b) Company Y shall take, in accordance with applicable Law and its memorandum and articles of association, all actions necessary to (a) cause an annual or extraordinary general meeting of its shareholders (the “Company Y Shareholders Meeting”) to be duly called and held as soon as practicable after the SEC declares the Form F-4 effective for the purpose of voting on the authorization and approval of this Agreement and the Share Issuance and (b) subject to its fiduciary duties, solicit proxies from its shareholders to obtain the Required Company Y Vote for such authorization and approval. The Company Y Board shall, subject to Section 6.3(b), recommend authorization and approval of this Agreement and the Share Issuance by Company T’s shareholders.
Shareholders Meetings. Except in the special cases provided for by law and in this Section, the resolutions of the Company’s Shareholders Meeting shall be taken by majority of votes of the attending parties, and blank votes shall not be computed.
3.1.1. The following resolutions shall be taken by affirmative vote of the Shareholders holding more than eighty-three percent (83%) of the Affected Shares of the Company:
(i) approval and change of the annual budget and the annual investment plans of the Company and LF TEL;
3.1.2. The following resolutions shall be taken by affirmative vote of the Shareholders holding more than ninety percent (90%) of the Affected Shares of the Company:
(i) granting by the Company or by LF TEL of guarantee of any nature in respect of third party obligations in an amount exceeding fifty million Reais (R$50,000,000.00), except in favor of the Relevant Controlled Companies; and
(ii) approval of any loan, financing or other agreement creating an obligation on the Company or on LF TEL in an amount exceeding fifty million Reais (R$50,000,000.00), except for renewal or refinancing of financial commitments of LF TEL already assumed as of the date of this Agreement, and so long as such obligations do not imply in the granting of additional guarantees.
3.1.2.1. In order to verify the issues that must be submitted to the Shareholders Meeting under subsections (i) and (ii) of this Section 3.1.2, the amounts fixed in such provisions shall be adjusted from January 1, 2011 to the date of the convening of the Shareholders Meeting that shall resolve on such issues, according to the variation of the General Market Price Index (IGP-M) published by Xxxxxxx Xxxxxx Foundation (FGV) (or, if the IGP-M Index ceases to be published, according to any other price index that may substitute the latter).
3.1.3. The following resolutions shall be taken by affirmative vote of the Shareholders holding all Affected Shares of the Company:
(i) amendment to the AG/LF/FASS Shareholders Agreement or to the General Shareholders Agreement;
(ii) capital increase of the Company or LF TEL upon issuance of shares, except if it is proposed for (i) providing LF TEL with the necessary funds to pay the price for the acquisition or subscription of new shares and/or rights to subscribe for new shares issued by Telemar Participações; and/or (ii) meeting financial commitments of LF TEL already assumed as of the date hereof or new financial commitments substituting the latter, or financial commitments of t...
