GM Resolutions definition

GM Resolutions means such shareholder resolutions of the Company as are necessary to enable the Company to approve, implement and effect the Scheme (including a resolution to replace the Articles by way of the adoption of the New Articles under which it shall be provided that any Shares issued or transferred either: (i) after the GM has been held shall be subject to the Scheme (and shall be deemed to be ‘Scheme Shares’ for the purposes thereof); or (ii) after the Effective Date shall be immediately transferred to Eagle (or to any person nominated by Eagle) for the same price payable in respect of the Scheme Shares pursuant to the Scheme);
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GM Resolutions means the resolution to be proposed at the General Meeting for the purposes of, amongst other things, approving and implementing the Scheme, approving the Reduction and 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 for the purposes of implementing the Scheme;
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GM Resolutions means resolutions of the Ordinary Shareholders approving, firstly, conditional on the Schemes being sanctioned by the Court, an amendment to the articles of association of the Company to permit transfers of Ordinary Shares and Preference Shares between certain Management Shareholders, the ESOP and certain MIP Members on the Interim Day by way of a special resolution, and secondly, upon the Effective Date, the adoption of the New Articles of Association by way of a special resolution, the conversion of Ordinary Shares and Preference Shares into a combination of New Ordinary and Deferred Shares by way of an ordinary resolution, the cancellation of the authorised but unissued Ordinary Share capital of the Company by way of an ordinary resolution, and certain other resolutions as described in paragraph 7 of Part Two of this document;
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Examples of GM Resolutions in a sentence

  • Provided: (i) the Scheme is approved by the Scheme Shareholders at the Court Meeting; and (ii) the GM Resolutions are passed at the GM, the Company will have all requisite corporate power and authority to perform all of its obligations hereunder and to take the steps required by the Company to implement the Scheme.

  • The Acquisition is conditional upon all the requisite GM Resolutions being passed.

  • Decisions falling under the authority of the SSH General Meeting are adopted by the Government of the Republic of Slovenia in the form of GM Resolutions.

  • A proxy may only be appointed using the procedures set out in these notes and the notes on the Form of Proxy.2.2 Appointment of a proxy will not preclude a member from attending the General Meeting and voting in person.2.3 The notes on the Form of Proxy explain how to direct a proxy how to vote, or abstain from voting, on the GM Resolutions.

  • The Placing is conditional upon, inter alia, (i) Admission becoming effective on or before 8.00 a.m. (London time) on 24 April 2019 (or such later date as may be agreed between the Bookrunners and Company, but in any event no later than 8.00 a.m. (London time) on 5 May 2019), (ii) the GM Resolutions having been passed, and (iii) the Placing Agreement having not been terminated prior to Admission.

  • This Clause ‎11.1 shall cease to apply if the Target Directors have withdrawn, modified, qualified or amended their recommendation to Target Shareholders to vote in favour of the Scheme and the Target GM Resolutions in accordance with Clause ‎3.3.

  • The issue of the Subsequent Interim Placing Shares by the Company is expected to raise gross proceeds of approximately $3.0 million and will be issued to placees or subscribers shortly after the General Meeting, provided that the GM Resolutions have been approved by Shareholders at the General Meeting.

  • Experimental investigations of ions with more than one electron are anticipated in the nearest future.

Related to GM Resolutions

  • unanimous resolution means, subject to subsection (3), a resolution-

  • Master Resolution means the Amended and Restated Master Resolution Establishing The University of Texas System Revenue Financing System adopted by the Board on February 14, 1991, as amended on October 8, 1993, and August 14, 1997.

  • Series Resolution means a resolution of the Corporation authorizing the issuance of a Series of Bonds in accordance with the terms and provisions of the General Trust Indenture, adopted by the Corporation in accordance with Section 204 of the General Trust Indenture.

  • Supplemental Resolution means any resolution or resolutions of the Trust amending, modifying or supplementing this Bond Resolution, authorizing the issuance of a Series of Refunding Bonds, or any other Supplemental Resolution adopted by the Trust pursuant to the provisions of this Bond Resolution.

  • Special Resolution means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

  • Informal resolution means options for resolving a formal complaint that do not involve a full investigation and adjudication. Informal resolution may encompass a broad range of conflict resolution strategies, including mediation or restorative justice.

  • Arrangement Resolution means the special resolution of the Company Shareholders approving this Plan of Arrangement to be considered at the Company Meeting.

  • Ordinary Resolution means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.

  • Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit D.

  • Authorizing Resolution means a resolution adopted by the Board of Directors or by an Officer or committee of Officers pursuant to Board delegation authorizing a Series of Securities.

  • Certified Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification.

  • Resolution shall have the meaning specified in Section 8(E).

  • Resolutions shall have the meaning set forth in Section 7.5.

  • Resolution of Directors means either:

  • Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

  • Board Resolutions means a copy delivered to the Trustee of a resolution of the Board of Directors certified by the Secretary or Assistant Secretary of the applicable corporation, to have been duly adopted and to be in full force and effect on the date of such certification.

  • Extraordinary Resolution has the meaning set forth in Section 7.11(1);

  • U.S. Special Resolution Regimes has the meaning specified in Section 11.21.

  • U.S. Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

  • Bond Resolution means the resolution to be adopted by the Governing Body prescribing the terms and details of the Bonds and making covenants with respect thereto.

  • UK Resolution Authority means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

  • resolution plan means a plan proposed by resolution applicant for insolvency resolution of the corporate debtor as a going concern in accordance with Part II;

  • Initial Resolution Period As defined in Section 2.03(b).

  • Relevant UK Resolution Authority means any authority with the ability to exercise a UK Bail-in Power.

  • Guarantor’s Board Resolution means a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Guarantor to have been duly adopted by the Guarantor's Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee.

  • Board Resolution means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.