Action by the Shareholders Sample Clauses

Action by the Shareholders. At any duly called or held meeting of the shareholders at which a quorum is present, the shareholders shall take action by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote who are present in person or by proxy, except where a larger proportion or number is required by the Articles of Incorporation or by applicable law. In any case where a class or series of shares is entitled by the Minnesota Business Corporations Act, the Articles of Incorporation, or the terms of the shares to vote as a class or series, the matter being voted upon must also receive the affirmative vote of the holders of a majority of the voting power of the shares of that class or series who are present in person or by proxy, except where a larger proportion or number is required by the Articles of Incorporation or applicable law.
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Action by the Shareholders. (a) At all meetings of shareholders of the JVCO, whether annual or extraordinary general meetings, the holders of a majority of the Shares entitled to vote thereat, present in person or by proxy, will be required for and will constitute a quorum for the transaction of business. In the absence of a quorum, the holders of a majority of the Shares present at the meeting may only adjourn the meeting from time to time. At any such adjourned meeting at which a quorum will be present, any business may be transacted which might have been transacted at the meeting as originally called. Notice of the adjourned meeting will be given to each shareholder. (b) If a Supermajority Decision has been approved by the Board in accordance with Section 2.11(c) hereof, each party agrees not to vote, or permit the vote of, the JVCO Equity Securities controlled, owned or held by such party or its Affiliates with respect to such Supermajority Decision in a manner that is inconsistent with such Supermajority Decision as approved by the Board. (c) Prior to the consummation of a Qualified IPO, and in addition to the receipt of all other applicable Necessary Corporate Approvals, neither the JVCO nor any Subsidiary thereof (including the WFOE) shall (whether by merger, consolidation, recapitalization or otherwise) make, take, enter, cause or permit to occur, commit to, authorize or approve any of the following, and each party shall exercise its respective voting rights in respect of its Shares and shall exercise its other rights, in each case to procure that neither the JVCO nor any Subsidiary thereof (including the WFOE) shall (whether by merger, consolidation, recapitalization or otherwise) make, take, enter, cause or permit to occur, commit to, authorize or approve any of the following, without (in addition to the receipt of all other applicable Necessary Corporate Approvals) the affirmative vote or written consent of each of Synacor and Maxit: (i) alter or change the rights, preferences or privileges of the Shares; (ii) increase or decrease the authorized number of Preferred Shares or Ordinary Shares or any series thereof; or (iii) effect the payment or declaration of any Dividends with respect to any Shares.
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Action by the Shareholders. (a) At all meetings of shareholders of the JVCO, whether annual or special, the holders of a majority of the Shares entitled to vote thereat, present in person or by proxy, will be required for and will constitute a quorum for the transaction of business. In the absence of a quorum, the holders of a majority of the Shares present at the meeting may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum will be present, any business may be transacted which might have been transacted at the meeting as originally called. Notice of the adjourned meeting will be given to each Shareholder. Notwithstanding the foregoing, the Shareholders acknowledge that for so long as Huawei Holding and 3Com Technologies, together with their respective Affiliates, each own at least 49% of the Net Outstanding Shares, the presence in person or by proxy of both Huawei Holding and 3Com Technologies shall be required to constitute a quorum. (b) If a Fundamental Decision has been approved by the Board in accordance with Section 3.15(a)(iii), each Shareholder hereby agrees to vote all Shares held by such Shareholder and its Affiliates in favor of such Fundamental Decision, including by way of execution of any action by written consent.
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Action by the Shareholders. The Shareholders hereby irrevocably authorize and appoint the Representative as their agent and attorney who may on behalf of the Shareholders make any amendments or modifications of this Agreement and all other agreements and documents contemplated hereby and to waive inaccuracies of representations and warranties or performance or compliance with any of the provisions herein contained that such agent believes in such agent's sole discretion, to be in the best interest of the Shareholders.
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Action by the Shareholders. Notwithstanding Section 2.04(c), the following matters will require the affirmative approval of each of (i) the DLJMB Entities for so long as the Percentage Ownership of the DLJMB Entities equals or exceeds 331/3% of their Initial Ownership of Common Stock on a Fully Diluted Basis (ii) the CVC Entities for so long as the Percentage Ownership of the CVC Entities equals 331/3% of their Initial Ownership of Common Stock on a Fully Diluted Basis and (iii) the MMI Entities for so long as the Percentage Ownership of the MMI Entities equals or exceeds 331/3% of their Initial Ownership of Common Stock on a Fully Diluted Basis: (i) any issuance of any equity security by, or the reduction of capital of, the Company or FM Holdings; (ii) any material change in the nature of the business of the Company and its Subsidiaries; (iii) any amendment to the certificate of incorporation or bylaws of the Company or any adoption of or amendment to the certificate of incorporation or bylaws of any Subsidiary; (iv) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company or any Subsidiary; (v) except as provided in Section 4.04, any purchase, disposal or distribution of assets having a value in excess of $50,000,000 provided that the approval of the CVC Entities shall not be required for any transaction involving the acquisition of Laminex (Australia) Pty. Ltd. or any assets related to the Laminex business; or (vi) except as provided in Section 4.04, any material transaction between the Company, on the one hand, and any Institutional Shareholder or its Affiliates, on the other hand, that is not on an arms-length basis, it being understood that ordinary course investment banking transactions that are on terms not in excess of market terms and that are not objected to by any Institutional Shareholder shall be considered on an arms-length basis.
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Action by the Shareholders. No action by the Shareholders shall be taken without the vote of the Shareholders holding at least a majority of the Shares of the Voting Common Stock of the Company; provided, however, that the following matters will require the approval of the Shareholders holding at least 66-2/3% of the Shares of Voting Common Stock: (a) any sale greater than $25,000 of assets outside the ordinary course of business, consolidation, merger, liquidation, or dissolution (subject to ASC’s rights in the event of a default under the ASC Loan); (b) incurrence of debt (other than trade payables in the ordinary course of business) greater than $50,000, subject to ASC’s right to refinance the ASC Loan with a third party; (c) granting security interests in or mortgages of Company’s assets involving more than $50,000; (d) approving or amending annual business plans (including plans for realizing cross-selling synergies); (e) approving or amending annual operating and capital expenditure budgets for Year 3 and beyond; (f) transactions between the Company and a Shareholder or an Affiliate of a Shareholder, except for the purchase of materials or services from the parties (or their Affiliates) at normal or standard market prices or terms; (g) any change to the Agreed Year 1 and Year 2 Plans and Budget; provided, that any such change will require the agreement of the holders of not less than 90% of Voting Common Stock of the Company if SGS has converted the ASC Loan to equity; (h) issuance of any stock that would dilute the aggregate ownership interest of the Minority Shareholders; (i) any increase or decrease in the fixed amount of five (5) Directors as set forth in Section 2.1(a) of this Agreement; (j) any increase or decrease in the number of authorized shares of Voting and Non-Voting Common Stock; (k) creation of any new series or class of stock or creation of any bonds, notes or other obligations convertible into, exchangeable for or using option rights to purchase shares of stock of the Company; (l) issuance of any of the authorized but unissued shares of Voting and Non-Voting Common Stock; or (m) reclassification, alteration or change of the rights, preferences or privileges of the Voting and Non-Voting Common Stock or any other class or series of shares so as to materially and adversely affect any of the Shares of the Shareholders; (n) any material reorganization of the Company, including the transfer of significant operations or assets into subsidiaries or similar change in op...
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Related to Action by the Shareholders

  • Indemnification by the Shareholders In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the ▇▇▇▇ ▇▇▇) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Indemnification by the Stockholders The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

  • Termination by the State The State or commissioner of Administration may cancel this Professional and Technical Services Master Contract and any Work Authorizations at any time, with or without cause, upon 30 days’ written notice to the Contractor. Upon termination, the Contractor will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed.