Shareholders’ Rights and Obligations. The both parties confirm that the subscriber shall become the owner of shares subscribed for in this transaction from the effective date of this Agreement, and enjoy its shareholder rights and bear the corresponding obligations for such shares. The both parties agree that the issuer shall complete the change to register of shareholders, revision of Articles of Association and change to industrial and commercial registration within 30 days after signing this Shares Subscription Agreement.
Shareholders’ Rights and Obligations. The Subscriber shall enjoy shareholder rights and bear the obligations of shareholders from the effective date of this Agreement.
Shareholders’ Rights and Obligations. 1. From the completion date of the stock transfer on, Party B will execute the shareholder’s rights and fulfill the shareholder’s obligations. If necessary, Party A shall assist Party B to execute shareholder’s rights and fulfill shareholder’s obligations, including sign related documents in the name of Party A.
2. From the completion date of the stock transfer on, Party B shall share the profit and assume risk and loss based on its percentage of total equity stock.
Shareholders’ Rights and Obligations. Each PRC Co. Shareholder agrees that if it holds any Ordinary Share at any time in the future, that it shall be bound to this Agreement as if it were an Ordinary Shareholder hereunder.
Shareholders’ Rights and Obligations. Article 10 The shareholders shall have the following rights according to the Articles of Association:
1) to attend the Shareholders’ Meetings and exercise the voting rights in proportion to capital contributions;
2) to know about the operation position and financial situation of the Company;
3) to elect and be elected as directors or supervisors;
4) to obtain bonus in accordance with laws, regulations and the Articles of Association;
5) to have the preemption right to purchase the capital contributions to be transferred by other shareholders;
6) to be distributed the Company’s remaining properties in accordance with the law after the termination of the Company; and
7) to exercise other rights as stipulated in laws, regulations and the Articles of Association.
Article 11 The shareholders shall assume the following obligations according to the Articles of Association:
1) to abide by the Articles of Association;
2) to pay the capital contributions subscribed for on schedule;
3) to assume the Company’s debts in proportion to the subscribed capital contributions;
4) not to withdraw the capital contributions after the Company completes the procedures for registration; and
5) to perform other obligations as stipulated in laws, regulations and the Articles of Association.
Shareholders’ Rights and Obligations. The shareholders shall have the following rights according to the Articles of Association:
Shareholders’ Rights and Obligations. 10.2.1 Shareholders are the investors of the JV company and have the following rights:
(1) Voting rights according to their share holding percentage;
(2) Appointing Directors and Supervisors according to this Agreement;
(3) Access to, inspect and copy the JV company ‘s Articles of Association and the minutes of shareholders meeting, the Board resolutions and financial statements of the JV company.
(4) Request to inspect the accounting books;
(5) Receive dividends pursuant to the provisions of articles 12.4;
(6) Have the pre-emptive right to subscribe shares according to its shareholding percentage when the JV company is to increase its registered capitals;
(7) Transfer its shares according to law, or have the preemptive right to purchase the shares that other shareholders of the JV company who want to transfer;
(8) Right for distribution of the remaining assets according to the laws after the JV company termination;
(9) Other rights according to laws, regulations and this Agreement.
10.2.2 Shareholders have the following obligations:
(1) Make capital contribution in full as required on time.
(2) cannot withdraw its contribution after registration of the JV company with SAIC unless approved by the law otherwise.
(3) must exercise their rights lawfully and abided by the laws and regulations and cannot abuse their rights to harm the interests of the JV company and other shareholders, and cannot use the independent legal person identity of the JV company and shareholders’ limited liability nature to harm the interest of the creditors of the JV company.
(4) Perform the requirements of this Agreement and exhibits; and
(5) Any other obligations required by laws and regulations.
Shareholders’ Rights and Obligations. 5.1 Matters that fall within the competence of the general meeting of the shareholders shall be set forth in the Articles of Incorporation or, if not so set forth, shall be determined in accordance with Japanese law. Voting rights, quorum requirements and notices and other procedures for calling a general meeting of shareholders shall be as provided for in the Articles of Incorporation or, if not provided therein, as otherwise determined pursuant to Japanese law.
5.2 Each Party hereto shall have one vote for each share and may be present at any general meeting of shareholders in person or by proxy.
5.3 Unless otherwise required by the Articles of Incorporation or the laws of Japan, any resolution at a general meeting of shareholders of the COMPANY shall be decided by a simple majority of the votes of shareholders then present in person or by proxy.
Shareholders’ Rights and Obligations. 3.1 For the avoidance of doubt, the shares held by A Shareholder, B Shareholder and C Shareholder at the date of this agreement shall rank pari passu in all respect.
3.2 A Shareholder shall be responsible for the promotion of the Business in the People’s Republic of China (the PRC) and the JVC’s cooperation with the landlords in relation to the Business.
Shareholders’ Rights and Obligations. Article 11 Each shareholder of the Company shall enjoy the following rights:
(1) to attend in person or by proxy shareholders' meetings of the Company and to have and exercise voting rights in proportion to its respective capital contributions;
(2) to understand the Company's operational and financial status;
(3) to elect members of the board and of the supervisory committee;
(4) to receive dividends and transfer the contributions in accordance with relevant laws, regulations and these Articles of Association;
(5) to pre-emption rights to the contribution transferred by the other shareholder;
(6) to subscribe for the increased registered capital of the Company on a priority basis;
(7) to share the residual proprieties of the Company upon its termination;
(8) to have the right to review and audit the minutes of shareholders' meetings and the financial reports of the Company.
Article 12 The shareholders of the Company shall assume the following obligations:
(1) to comply with the Company's Articles of Association;
(2) to pay in full their subscribed capital contributions on time;
(3) to assume limited liabilities for the Company's debts to the limit of their respective subscribed capital contributions to the Company;
(4) not to withdraw their capital contributions after completion of the required procedures for registration of the the Company. CHAPTER 6 CONDITIONS FOR SHAREHOLDERS' TRANSFER OF CAPITAL CONTRIBUTIONS
Article 13 Shareholders may transfer between themselves all or part of their capital contributions; provided that such transfer shall ensure that the number of shareholders of the Company shall meet the number as specified under the Company Law.
Article 14 Any shareholders' transfer of any capital contribution of the Company shall be subject to consideration and approval by the shareholders' meeting of the Company. Where any shareholder transfers its capital contribution to a person other than a shareholder, the unanimous consent of all shareholders is required. Any shareholder who does not consent to such transfer shall purchase the capital contribution to be transferred, and shall be deemed to have agreed to such transfer if it does not purchase such capital contribution. With respect to any capital contribution that may be transferred by any shareholder upon the consent of all of the shareholders, other shareholders shall have Preemption Rights thereto on the same conditions.
Article 15 When any shareholder of the Company transfers its capital ...
