Common use of Special Shareholder Approval Requirements Clause in Contracts

Special Shareholder Approval Requirements. For so long as the Shareholders beneficially own a majority of the Company’s issued and outstanding Shares, no action by the Company shall be taken with respect to any of the following matters without the prior affirmative approval of Shareholders owning 75% of the Shares owned by all the Shareholders: (a) any amendment to the articles of incorporation or bylaws of the Company; (b) any merger of the Company; (c) the sale of all or substantially all of the Company’s assets; (d) any reorganization or recapitalization of the Company; or (e) any liquidation or dissolution of the Company. If applicable law permits any of the foregoing actions to be taken by the Company without a shareholders vote, the vote of all directors of the Company designated by a Shareholder shall be considered the vote of the Shareholder for purposes of any such action.