Examples of Conditions of Administration in a sentence
The purpose of this Agreement and the Conditions of Administration are to provide a means by which the Holders of Class A Certificates on the one hand and Holders of Class B Certificates on the other hand may exercise joint equal control over the business and affairs of the AK and the Company.
Each of EPS and BRC agrees that it will vote, and that it will cause each of its Permitted Transferees who shall have acquired Shares pursuant to a Transfer that would take place after the Closing Date, to vote, all Shares owned by EPS or BRC, as the case may be, or such Permitted Transferees, that are not certificated in accordance with the Conditions of Administration of the AK, in the same manner as the Shares owned by the AK.
The AK and each Holder shall take or cause to be taken all lawful action necessary to ensure at all times that the Conditions of Administration and By-laws of the AK and the by-laws of the Company are not at any time inconsistent with, and to the greatest extent possible under the applicable laws give effect to, the provisions of this Agreement.
The AK and each Holder shall take or cause to be taken all lawful actions necessary to ensure at all times that the Conditions of Administration, the By-Laws, the by-laws of the Company and the respective governance rules of the AK and the Company are not at any time inconsistent with, and to the greatest extent possible under the applicable laws, that they give effect to, the provisions of this Agreement.
Moreover, if the amendment relates to any of the provisions of Sections 3.05 (c), 5.01, 5.02, 5.03 or 5.04, Article VI or Sections 7.01 and 7.02 or to the definitions referred to in the aforementioned provisions, the Agreement shall only be amended if and to the extent that the Conditions of Administration are amended simultaneously and accordingly.
In the event of any Transfer of a Certificate by a Holder of one Class to a Holder of the other Class in accordance with Sections 5.01 or 5.02, the Certificate to be Transferred shall be presented to the AK for cancellation and a Certificate in respect of such other Class shall be issued to the Transferee Holder in accordance with the Conditions of Administration.
Such representatives of the AK shall jointly vote at the shareholders’ meetings of the Company in accordance with the decisions of the AK Board, the Conditions of Administration and the By-Laws.
Each Holder irrevocably agrees not to take directly or indirectly any action, or omit to take any action, if such action or omission would adversely affect EPS and BRC’s joint equal control on the AK and the Company, except to the extent that such action or omission is expressly permitted or contemplated by the Agreement or the Conditions of Administration.
These Conditions of Administration are subject to Belgian law, except for any matter which is compulsorily subject to a foreign law.
At the AK Board, save as otherwise provided in this Agreement or in the Conditions of Administration, the presence in person or by proxy of at least seven (7) members shall be necessary to constitute a quorum, and the affirmative vote of a majority of the members present or represented, including at least two (2) Class A Directors and two (2) Class B Directors, shall be required to pass valid resolutions.