Shareholders Resolutions. Evidence of the passing of effective shareholders' resolutions appointing Xxxxxxx Xxxxxxx as a director of the Company in addition to Xxxxx.
Shareholders Resolutions. Copies of duly executed resolutions of the Company’s shareholders, in the form attached hereto as Exhibit 2.2.2(a), shall be delivered to the Purchasers, approving, inter alia: (i) the execution, delivery and performance by the Company of the Agreement and the transactions contemplated hereby, including the issuance of the Issued Securities; and (ii) the replacement of the Company’s current Articles of Association with the Third Amended and Restated Articles of Association, substantially in the form attached hereto as Exhibit 2.2.2(c) (the “Amended Articles”).
Shareholders Resolutions. Copies of duly executed resolutions of the Company's shareholders, in the forms attached hereto as Exhibit 7.2.2(a), shall be delivered to the Lenders (the "Shareholder Resolutions"), approving, inter alia: (i) the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the issuance of the Issued Securities; (ii) the execution, delivery and performance by the Company of the Amended Shareholders' Agreement; (iii) the replacement of the Company's current Articles of Association with the Amended Articles, subject to and upon the Closing; and (iv) the execution, delivery and performance by the Company of an employment agreement with Xxxx Xxxxxx, the Company's Chief Technology Officer, substantially in the form attached hereto as Exhibit 7.2.2(b), which shall replace Xx. Xxxxxx'x current employment agreement in its entirety (the "CTO Employment Agreement").
Shareholders Resolutions. Duly executed resolutions of the shareholders of the Seller, substantially in the form attached as Schedule 3.2.1(ii) hereto, pursuant to which the Seller’s shareholder shall have approved all transactions contemplated hereby and taken all corporate actions related to such transactions;
Shareholders Resolutions. Copies of duly executed resolutions of the shareholders of the Company, substantially in the form attached hereto as Exhibit 2.2.2, shall be delivered to the Investor by which the execution, delivery and performance by the Company of this Agreement and the amendment of the Company’s Articles of Association shall have been approved.
Shareholders Resolutions. Notwithstanding anything in this Agreement and Articles, the prior approval of Shareholders representing at least 75% of the issued share capital (whether at a General Meeting or by written resolution) is needed to:
(a) appoint a liquidator to the Company or propose a winding up of the Company;
(b) amend or replace the Articles;
(c) approve a scheme of arrangement to merge or amalgamate the Company with another Company;
(d) change the name of the Company;
(e) effect any capital reduction or buy back of Shares by the Company; or
(f) give effect to any matter set out in clause 5.3 where the approval of Shareholders (rather than Directors) is required by law to give effect to such matter.
Shareholders Resolutions. Duly executed resolutions of the shareholders of the Company, adopted by a unanimous written resolution, in the form attached as Schedule 2.2.1(a)(A) hereto, (i) approving the modification of the share capital of the Company in accordance with the capitalization set forth in the 2nd Amended Articles, (ii) replacing the existing 1st Amended and Restated Articles of Association with the 2nd Amended Articles, in the form attached to Schedule 2.2.1(a)(B), (iii) approving the execution, delivery and performance by the Company of this Agreement and all Ancillary Agreements (as defined below), and the consummation of all transactions contemplated hereby and thereby (iv) appointing Xx. Xxxx Xxxxxx and Xx. Xxx Xxxxx designated for appointment by Medica as members of the Board effective as of the Initial Closing and (v) reaffirming the appointment of Xxxxxx Xxx, Xxxxxxx Xxxxx as members of the Board; together with duly completed notices of such actions in form and substance ready for immediate filing after the Initial Closing with the Israeli Registrar of Companies. Such notice shall be filed with the Israeli Registrar of Companies within two (2) days of the Initial Closing and Company shall provide the Investors with proof of filing within such two (2) day period.
Shareholders Resolutions. The quorum for Shareholders' Meetings shall consist of a majority of the total outstanding shares of the Company. Unless otherwise required by applicable law, all resolutions may be passed by an affirmative vote of a majority of the shares present and entitled to vote; provided that in the case of the matters listed below, unless otherwise agreed by the Shareholders, such matters shall be submitted to the Shareholders for approval by a special resolution of the Shareholders' Meeting, which special resolution must be adopted by an affirmative vote of not less than two-thirds (2/3) of the shares present and entitled to vote, unless otherwise set forth herein:
(a) Modification or amendment of the Articles of Incorporation of the Company;
(b) Assignment or other transfer of all or an important part of the business of the Company, or acquisition of all or an important part of the business of others;
(c) Reduction in capital;
(d) Dissolution and/or liquidation except as provided in Article 16 below;
(e) Payment of dividends;
(f) Dismissal of Directors of the Company;
(g) Merger or consolidation of the Company, which shall be adopted by an affirmative vote of not less than two-thirds (2/3) of the shares outstanding;
(h) Change in the business purposes of the Company; and
(i) Such other matters as required by law or the Articles of Incorporation of the Company to be determined by a special resolution of the Shareholders' Meeting. Notwithstanding the foregoing, if at any time after the third anniversary of the Effective Date of this Agreement, either Shareholder proposes that any of the actions set forth in Section 9.2(b), (d), (g) or (h) above be taken, such Shareholder shall send written notice of its proposal (the "Proposal Notice") to the other and if such action is not adopted by the required vote of the Shareholders within thirty (30) days following the date of the Proposal Notice, the proposing Shareholder shall have the right to require mutual consultation between the senior management of the Shareholders by written notice to the other in accordance with Section 10.5 hereof.
Shareholders Resolutions. The Company shall deliver to the Investor and the Entrepreneur copies of duly executed unanimous resolutions of the Company’s shareholders in the form attached hereto as Exhibit 2.2.1, by which (i) the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements (as defined below), including without limitation, the performance of the Company’s obligations hereunder and thereunder and including the trust instructions - Exhibit 1.1 and Exhibit 1.3, shall have been approved, to the extent such approval is necessary; and (ii) the Amended Articles shall have been adopted.
Shareholders Resolutions. Attached hereto marked B is a true and complete shareholders’ resolution of the Obligor (which is in full force and effect and has not been rescinded or varied) and which approves the Senior Finance Documents to which it is a party and all transactions contemplated thereby.
