Shareholders Resolutions. Evidence of the passing of effective shareholders' resolutions appointing Xxxxxxx Xxxxxxx as a director of the Company in addition to Xxxxx Xxxxxx.
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 Major Purchasers, approving, inter alia: (i) the execution, delivery and performance by the Company of this Joinder; and (ii) the replacement of the Company's current Articles of Association with the Fourth Amended and Restated Articles of Association, substantially in the form attached hereto as Exhibit 2.2.2(b) (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. 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. 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B is a true and complete shareholders’ resolution of the Obligor (which is in full force and effect and has not been rescinded or varied) and which approves the Senior Finance Documents to which it is a party and all transactions contemplated thereby.
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. 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. 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:
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. 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:
