Common use of Variation of Rights Attaching to Shares Clause in Contracts

Variation of Rights Attaching to Shares. 12.1. Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two-thirds of the issued Shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

Appears in 1 contract

Samples: Registration Rights Agreement (Jaguar Global Growth Corp I)

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Variation of Rights Attaching to Shares. 12.1. 11.1 Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes of Sharesshares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two-two thirds of the issued Shares shares of that class, or with the sanction of a resolution passed by a majority of not less than two-two thirds of the votes cast at a separate meeting of the holders of the Shares shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares shares of the relevant class. To any such meeting all the provisions of the these Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares shares of the class and that any holder of Shares shares of the class present in person or by proxy may demand a poll.

Appears in 1 contract

Samples: Investment Agreement (Vertical Aerospace Ltd.)

Variation of Rights Attaching to Shares. 12.1. Subject to Article 3.1, if 9.1 If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two-two thirds of the issued Shares of that class, or with the sanction of a resolution passed by a majority of not less than two-two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the these Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Churchill Capital Corp)

Variation of Rights Attaching to Shares. 12.1. 11.1 Subject to Article 3.1, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors Board not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two-two thirds of the issued Shares of that class, or with the sanction of a resolution passed by a majority of not less than two-two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve Board reserves the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the these Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (First Reserve Sustainable Growth Corp.)

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Variation of Rights Attaching to Shares. 12.1. Subject to Article 3.1, if 9.1 If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two-two thirds of the issued Shares of that class, class or with the sanction of a resolution passed by a majority of not less than two-two thirds of the votes cast at a separate meeting of the holders of the Shares of that class. For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the these Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one person holding or representing by proxy at least one third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

Appears in 1 contract

Samples: Merger Agreement (Metals Acquisition LTD)

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