Company Resolutions definition

Company Resolutions has the meaning stated in the fourth recital of this Supplemental Indenture.

Company Resolutions means, if the Acquisition is to be implemented by means of the Scheme:

Company Resolutions means resolutions duly adopted by the Board of Directors of the Company, which shall be in full force and effect as of the date hereof and shall not have been modified, amended, rescinded or withdrawn in any respect following their adoption, (a) approving the transactions contemplated hereby (including the purchase and sale of the Purchased Shares) for purposes of Section 203 of the Delaware General Corporation Law (“Section 203”) such that the none of the Purchaser nor any member, manager or other Affiliate of the Purchaser shall be subject to the restrictions or conditions of Section 203 by virtue of the transactions contemplated hereby, (b) approving the Company’s execution, delivery and performance of all agreements to be entered into by the Company at the Closing, as set forth in this Article IV, and (c) effective at the Closing, (i) appointing Hxxxx X. Xxxxxx to the Company’s Board of Directors and the taking of all actions in connection therewith, including increasing the size of the Company’s Board of Directors to allow for such appointment, (ii) appointing Hxxxx X. Xxxxxx as Chairman of the Board, Chief Executive Officer and President of the Company, and (iii) appointing Mxxxxxx Xxxxxxx as Executive Vice President of the Company.

Examples of Company Resolutions in a sentence

• The terms of the Securities shall be established in or pursuant to one or more Company Resolutions.

• In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of Securities shall be set forth in (a) an Officer’s Certificate detailing such establishment or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series.

• All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Company Resolution referred to above or pursuant to authority granted by one or more Company Resolutions and, subject to Section 3.03, set forth, or determined in the manner provided, in the Officers’ Certificate of the Company referred to above or in any such indenture supplemental hereto.

• The Issuer may not implement any Company Resolutions entailing that the value of the total number of Coupon Conversion Shares received in the event of an Alternative Coupon Payment Event, see paragraph 5, or New Shares received in connection with a conversion, see paragraphs 11 and 12, would be lower than the value of such Shares had the Company Resolution not been implemented.

• All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Company Resolution referred to above or pursuant to authority granted by one or more Company Resolutions and, subject to Section 303, set forth, or determined in the manner provided, in the Officers’ Certificate of the Company referred to above or in any such indenture supplemental hereto.

More Definitions of Company Resolutions

Company Resolutions means the resolutions to be proposed at the General Meeting for the purposes of, amongst other things, approving and implementing the Scheme, certain amendments to the articles of association of the Company and such other matters as may be agreed between the Company and the Offeror as necessary or desirable for the purposes of implementing the Scheme;

Company Resolutions means resolutions by the Company Shareholders (a) approving amendments to the Company’s articles of association in the form set out in Appendix 4 (with such amendments as may be agreed in writing by or on behalf of AMEC and the Company); and (b) electing the New Company Board Members with effect from the Effective Election Date;”

Company Resolutions means resolutions by the Company Shareholders (a) approving, either unconditionally or conditionally upon satisfaction or waiver of all Conditions but for Condition 5, amendments to the Company’s articles of association to remove, the transfer restrictions according to article 8 para. 5 and the voting limitations according to article 16 para. 3 and, in each case, related provisions of the articles of association of the Company, and resolving to file such amendments for registration with the competent commercial register in accordance with clause 5.5(e); and (b) electing the New Company Board Members, subject only to, and with effect from, the Offer Closing;

Company Resolutions means the resolutions in the agreed form to be passed by the members of the Company by written resolution in order to adopt the New Articles;

Company Resolutions has the meaning ascribed to it in Section 5.1(c).

Company Resolutions means the board and shareholder resolutions of the Company referred to in paragraphs 1(g) – 1(k) (inclusive);

Company Resolutions means the resolutions of Company Pre-Closing Shareholders to approve (a) the issuance of Company Post-Closing Common Shares issuable pursuant to the Exchange, Company Common Shares issuable upon the exchange of the Second Merger Class B Shares pursuant to the Exchange Agreement and Company Common Shares issuable upon the exercise of Former GX Company Warrants, in each case in connection with the Transactions, (b) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Form S-4 or correspondence related thereto, (c) any other proposals as the Canadian Securities Administrators or TSX or NASDAQ may indicate are necessary in their review of the Joint Proxy Statement or correspondence related thereto, including in respect of the Contemplated Financing, (d) an amendment to the Company Articles to comply with applicable listing requirements of NASDAQ, and (e) any other proposals the Company and GX deem necessary to effectuate the Transactions at the Company Shareholder Meeting. Annex A - 4