Shareholders Vote. By either party, if the Merger Agreement is not approved by the vote of the holders of SBI Stock as required by applicable law.
Shareholders Vote. The Shareholders, in executing this Agreement, consent as the sole shareholders of the Company to the Acquisition and the transactions contemplated hereby, and waive notice of any meeting in connection therewith, and hereby release and waive all rights with respect to the Acquisition and the transactions contemplated hereby under the Articles of Incorporation and/or Bylaws of the Company, applicable state law, and any agreements relating to the sale, purchase or voting of any capital stock of the Company.
Shareholders Vote. As soon as practicable after the date hereof, the Company shall (a) cause the preparation and filing with the Securities and Exchange Commission an information statement with respect to this Agreement, the Asset Purchase Agreement, and the amendment to the articles of incorporation changing the Company's name terminating preemptive rights, increasing the authorized common stock and adopting a Management and Director Equity Incentive Plan, and (b) obtain the consent of a majority of its shareholders.
Shareholders Vote. Only matters that are required by applicable Laws of Hong Kong as amended from time to time, to be decided by the Shareholders shall be finally decided by the Shareholders after and only after the approval of the Board is obtained with respect to such matters. All other matters in relation to the Company shall be finally decided by the Board without any requirement of Shareholder approval.
Shareholders Vote. The Company may, from time to time, nominate persons to become members of the Company's Board of Directors pursuant to the terms of a subsection of Section 1(a), (b), (d), (e) and (f) of the Company Agreement, dated the date hereof, between the Investors and the Company (the "Company Agreement"). Such persons so nominated shall be hereinafter called, individually, a "Nominated Person" and, collectively, the "Nominated Persons". Each Shareholder hereby agrees that he/it will cause all shares of Common Stock registered in the name of such Shareholder to be voted, and will otherwise take or cause to be taken all such other action as may be necessary, so that each Nominated Person will be elected as a member of the Company's Board of Directors so long as the Investors vote their shares of Common Stock for such Nominated Persons and cause all other shares of Common Stock under their direct or indirect control to be voted for such Nominated Persons. The obligations set forth in the immediately preceding sentence shall not apply to subsequent holders of shares of Common Stock held by a Shareholder if such shares were sold to such subsequent holder in a bona fide third-party sale. Notwithstanding the foregoing, the Shareholders will not be obligated to vote their shares of Common Stock for Nominated Person at any meeting of the shareholders of the Company if (i) it is conclusively and reasonably determined that the number of shares of Common Stock owned or controlled by the Investors represents a majority of the shares of Common Stock present in person or by proxy and entitled to vote at such meeting, (ii) cumulative voting provisions in the California Corporation Code shall have not been amended or modified in a way that requires the Investors to own or control more than a majority of the Common Stock in order for the Investors to elect a majority of the members of Company's Board of Directors and (iii) Company's constituent documents shall not have been amended or modified in a way that requires the Investors to own or control more than a majority of the common Stock in order for the Investors to elect a majority of Company's Board of Directors.
Shareholders Vote. Xxxxxx, in executing this Agreement, on behalf of himself and the Shareholders, consents as Shareholders of NEC to the Merger and the transactions contemplated hereby, and waives notice of any meeting in connection therewith, and hereby release and waives all rights with respect to the transactions contemplated hereby under the articles of incorporation of NEC and any agreements between any Shareholders and NEC relating to the sale, purchase or voting of any capital stock of NEC. At the Merger Closing Date, except as provided in this Agreement, the Shareholders and NEC agree that any and all agreements relating to the sale, purchase or voting of capital stock of NEC shall be terminated.
Shareholders Vote. This Agreement may be terminated at any time prior to or on the Closing Date by either party upon written notice to the other party, if the Merger Agreement is not approved by the vote of the holders of GCG Stock as required by applicable law.
Shareholders Vote. As soon as practicable after the date hereof, the Company shall (a) cause the preparation and filing with the Securities and Exchange Commission a proxy statement with respect to this Agreement, the transfer of the Transferred Assets, the Share Increase and the Name Change and (b) call a special meeting of the Shareholders (the “Special Meeting”) to approve such matters.
Shareholders Vote. By either party, if the Merger ----------------- Agreement is not approved by the vote of the holders of Adairsville Stock as required by applicable law.
Shareholders Vote. Only matters that are required by applicable Laws of PRC as amended from time to time, to be decided by the Shareholders shall be finally decided by the Shareholders after and only after the approval of the Board is obtained with respect to such matters. All other matters in relation to the Company shall be finally decided by the Board without any requirement of Shareholder approval.
