Common use of VARIATION OF RIGHTS Clause in Contracts

VARIATION OF RIGHTS. (a) Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Holders of three-fourths in nominal amount of the issued Shares of that class or with the sanction of a special resolution passed at a separate general meeting of the Holders of the Shares of the class (but not otherwise), and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up. The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least one-third in nominal amount of the issued Shares of the class in question and the quorum at an adjourned meeting shall be one person holding Shares of the class in question or his proxy. (b) The rights conferred upon the Holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by these Articles or the terms of the issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or subordinate thereto.

Appears in 2 contracts

Samples: Memorandum and Articles of Association (Ryanair Holdings PLC), Deposit Agreement (Ryanair Holdings PLC)

AutoNDA by SimpleDocs

VARIATION OF RIGHTS. (a) 5.1. Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Holders of three-fourths in nominal amount of the issued Shares of that class or with the sanction of a special resolution passed at a separate general meeting of the Holders of the Shares of the class (but not otherwise), and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up. The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least one-third in nominal amount of the issued Shares of the class in question and the quorum at an adjourned meeting shall be one person holding Shares of the class in question or his proxy. (b) 5.2. The rights conferred upon the Holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by these Articles or the terms of the issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or subordinate thereto.

Appears in 2 contracts

Samples: Memorandum and Articles of Association (Trintech Group PLC), Memorandum and Articles of Association (Trintech Group PLC)

AutoNDA by SimpleDocs

VARIATION OF RIGHTS. (a) Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Holders of three-fourths in nominal amount value of the issued Shares shares of that class class, or with the sanction of a special resolution passed at a separate general meeting of the Holders of the Shares shares of the class (but not otherwise)class, and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up. The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least one-third in nominal amount value of the issued Shares shares of the class in question and the quorum at an adjourned meeting shall be one person holding Shares shares of the class in question or his proxy. (b) The rights conferred upon the Holders of the Shares shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by these Articles or the terms of the issue of the Shares shares of that class, be deemed to be varied by a purchase or redemption by the Company of its own shares or by the creation or issue of further Shares shares ranking pari passu therewith or subordinate thereto.

Appears in 1 contract

Samples: Transaction Agreement (Chiquita Brands International Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!