Voting at General Meetings. 28.1 Only Members shall be entitled to vote on matters raised at GM’s.
28.2 At every GM:
28.2.1 each Member, present in person or by proxy and entitled to vote, shall have 1 (one) vote;
28.2.2 during the development period the Developer shall as Member be entitled to 150 (one hundred and fifty) additional votes in addition to its one vote.
28.3 Save as provided in this Constitution, no person other than a Sub-Member duly registered and who shall have paid every levy, Special levy and other amount, if any, which may be due and payable to the Association and Sub-Association in respect of or arising out of his membership, and who is not suspended, shall be entitled to be present or to vote on a matter, either personally or by proxy at any GM.
28.4 Voting at GM’s shall take place by way of a show of hands unless on or before the declaration of the result of the show of hands a poll is demanded by the chairperson. If a poll is demanded it shall be taken in such a manner as the chairperson may direct.
28.5 Subject to the provision of this Constitution, all resolutions shall be passed by Ordinary Resolution.
28.6 If any difficulty or dispute arises regarding the admission or rejection of a vote or regarding any other matter, such difficulty or dispute is to be determined by the chairperson whether or not scrutinisers might have been appointed to count the votes, and his decision shall be final and conclusive.
28.7 A vote cast under a proxy, power of attorney, or other authority which has been revoked shall nevertheless be valid unless:
28.7.1 written notice of the revocation is received by the Association prior to the meeting concerned, or
28.7.2 the chairperson agrees to accept written or oral notice of such revocation at the GM.
28.8 No objection shall be raised to the admissibility of any vote except at the GM or adjournment GM at which the vote objected to is cast and every vote not disallowed at such GM shall be valid for all purposes. Any such objection made in due time shall be referred to the chairperson of the GM whose decision shall be final and conclusive.
28.9 A declaration made in good faith by the chairperson of a GM to the effect that, either on a show of hands or on a poll, a resolution has or has not been passed shall be final and conclusive and the resolution shall be deemed to have been so passed or not passed.
28.10 Any resolution which could be passed at GM, other than a special resolution or a resolution to remove a trustee or auditor, may b...
Voting at General Meetings. 5.2.1. Sdot-Yam and Tene shall vote at the Company’s general meetings concerning all of the Company’s Shares that are held by them as of the effective date that governs votes at the aforementioned meetings, in the same manner and as described below:
5.2.2. Before each general meeting of the Company, the Parties will hold an orderly discussion about the matters that are expected to be presented to the general meeting and will seek to agree on how they will vote at the general meeting with respect to each of the aforementioned topics (if they manage to reach such an agreement, they will vote on those issues as agreed).
5.2.3. If the Parties fail to reach an agreement as to how they will vote on any of the aforementioned topics, Sdot Yam will decide the manner in which both Parties will vote, and the Parties will vote accordingly at the meeting, and sign the proxies needed for that purpose, which will be furnished to the Company.
5.2.4. Notwithstanding the above, as long as Tene holds more than 3% (three percent) of the Company’s issued and paid-up share capital, then, if the Parties fail to reach an agreement as to how they will vote on any of the topics described below (and them alone), Tene will have the right to require Sdot-Yam to vote against the resolution presented to the meeting concerning that topic, and the Parties will vote on that topic pursuant to Tene’s decision and shall sign the proxies needed for that purpose, which will be furnished to the Company.
5.2.4.1. Amendments to the Company’s Articles of Association
5.2.4.2. The allotment or issuance of shares or other securities of the Company.
5.2.4.3. Consolidation, subdivision, cancellation, reduction, or increase of the Company’s share capital.
5.2.4.4. The sale of all or a substantial part of the Company’s assets or a substantial part of the Company’s issued and paid-up share capital.
5.2.4.5. A merger or transaction that (a) turns the Company into a private company (e.g., by way of a reverse triangular merger or tender offer); or (b) causes both Tene and Sdot-Yam to cease to be the shareholders that hold the largest shareholding in the Company.
5.2.5. For the avoidance of doubt, it is hereby clarified that, in case Tene’s holdings fall – at any time – below 3% (three percent) of the Company’s issued and paid-up share capital, the provisions of Section 5.2.4 above shall cease to apply, and, as of that date, Tene will vote at every general meeting by means of all of its Shares (depending on it...
Voting at General Meetings. 4.1 Without derogating from that stated in clause 3 above, the parties will co-operate and vote jointly at general meetings of the Company, as detailed below.
4.2 Before a general meeting of the Company is held, the parties will meet and determine how they will vote on the matters which are on the agenda and with respect to questions arising at such meeting.
4.3 Subject as provided above, the parties will determine how they will vote on a resolution to be adopted by a simple majority according to the rate of their share holding in the Company.
4.4 The provisions contained in clause 3.4 and 3.5 above will similarly apply to resolutions adopted as provided in this clause above, mutatis mutandis.
4.5 Each of the parties undertakes to vote at general meeting of the Company as determined in accordance with this clause above.
4.6 Without derogating or detracting from the foregoing, each of the parties appoints the chairman of the meeting of the parties to be his proxy for voting at the general meeting of the Company as decided upon at the meeting of the parties to be held as mentioned above.
Voting at General Meetings. All decisions at the general meeting of any Group Company shall be taken by majority vote (save where a higher majority is required by Applicable Law), except in relation to resolutions concerning matters set out in Clause 9.1 on which no decisions or actions shall be taken unless previously approved in accordance with that Clause or except in relation to resolutions concerning matters set out in Clause 9.3.
Voting at General Meetings. The holders of Ordinary Shares shall be entitled, in respect of their holdings of such shares, to receive notice of General Meetings and to attend, speak and vote at such meetings in accordance with these Articles.
Voting at General Meetings. Holders of Series A Preferred Shares shall have the right to receive notice of general meetings of the Company and to attend, speak or vote at any general meeting of the Company. Each Series A Preferred Share shall have that number of votes equal to the number of Common Shares which would then be issuable upon conversion of such Series A Preferred Shares. The holders of Series A Preferred Shares shall generally vote together with the holders of Common Shares and not as a separate class, except as provided in Schedule 4 under the heading Reserved Matters.
Voting at General Meetings. An attendance list indicating the name of each shareholder and the number of Shares for which he votes is signed by or on behalf of each shareholder present or represented by proxy, prior to the start of the General Meeting. The Board of Directors may in its sole discretion authorize each shareholder to vote at a General Meeting through a signed voting form sent by post, electronic mail, facsimile or any other means of communication to the Company’s registered office or to the address specified in the convening notice. Subject to such authorization by the Board of Directors, the shareholders may only use voting forms provided by the Company which contain at least the date, place and time of the meeting, the agenda of the meeting and the text of the proposed resolutions. For each resolution, the form must contain three boxes allowing for a vote for or against that resolution or an abstention. the place, date and time of the meeting, the agenda of the meeting, the proposals submitted to the shareholders, as well as for each proposal three boxes allowing the shareholder to vote in favor thereof, against, or abstain from voting by ticking the appropriate box. For the avoidance of doubt, shareholders may not vote by voting forms where the Board of Directors has not authorized such voting method for a given General Meeting. A42915260 Voting forms which, for a proposed resolution, do not show (i) a vote in favor of the proposed resolution, (ii) a vote against the proposed resolution or (iii) an abstention from voting on the proposed resolution, are void with respect to such resolution. If a shareholder votes by means of a voting form, the voting form shall be deposited at the registered office of the Company or with an agent of the Company duly authorized to receive such voting forms. The Company shall only take into account voting forms received no later than three (3) business days prior to the date of the General Meeting to which they relate. The Board of Directors may set a shorter period for the submission of the voting forms. If a shareholder votes by means of proxy, the proxy shall be deposited at the registered office of the Company or with an agent of the Company duly authorized to receive such proxies. The Company shall only take into account proxies received no later than three (3) business days prior to the date of the General Meeting to which they relate. The Board of Directors may set a shorter period for the submission of the proxies. A holder of S...
Voting at General Meetings. MODEL ARTICLES
51.1 The following Model Articles apply: 29 Attendance and Speaking at General Meetings 30 Quorum for General Meetings 32 Attendance and Speaking by Directors and Non- members 33, except that Model Article 33(1) shall be subject to Article 45.2 (Quorum for General Meetings). Adjournment 34 Voting: General 35 Errors and Disputes 36 Demanding a Poll 37, except that polls must be taken immediately and in such manner as the chairman of the meeting directs. Procedure on a Poll 38 Content of Proxy Notices 40 Amendments to Resolutions
Voting at General Meetings. 15.1 Actions to be determined by ordinary resolution
15.2 Chair not entitled to casting vote
15.3 Decisions by show of hands or secret ballot
Voting at General Meetings. Every Shareholder shall have one vote for every Share of which he is the holder. In the event of an equality of votes cast, the chairman of the meeting shall not have a casting vote and the relevant resolution shall not be passed.
