Board of Shareholders Clause Samples

The 'Board of Shareholders' clause defines the structure, powers, and procedures of the group of individuals who collectively own shares in a company and exercise decision-making authority at the highest level. This clause typically outlines how shareholder meetings are called and conducted, the voting rights attached to shares, and the process for passing resolutions on key company matters such as electing directors, approving major transactions, or amending corporate documents. By establishing clear rules for shareholder governance, the clause ensures transparency, orderly decision-making, and protects the interests of all shareholders.
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Board of Shareholders. 5.1 The Company, ▇▇▇▇▇ ▇▇▇▇▇ and Beijing Baina set the board of shareholders. Shareholders exercise their voting rights in proportion to shares and/or equities held by them at the shareholders’ meeting. 5.2 Save as otherwise stipulated by any applicable law, the following matters relating to the Company shall come into effect after being approved by over 2/3 shareholders (including Baina Inc.) holding issued shares of the Company: (i) increasing or decreasing the share capital of the Company; (ii) merger, division and transformation of the Company; (iii) dissolution and liquidation of the Company, recapitalization or restructuring in any form (including any adjustment to the employee stock option plan specified in Article 13 thereof), or any matter resulting in the change of right of control; (iv) authorization or issue of shares or series of shares of any classes or convertible securities or other securities (including the employee stock option plan); (v) amendment of the Articles of Association of the Company; and (vi) change in the number of members of the board of directors of the Company; 5.3 Save as otherwise stipulated by any applicable laws and the Agreement, if the shareholders’ meeting makes any resolution about any other deliberated matter according to the articles of association of the Company, ▇▇▇▇▇ ▇▇▇▇▇ and Beijing Baina, the said resolution shall come into effect after being approved by shareholders holding over 50% of issued shares or with the ratio of contribution more than 50%. 5.4 Each meeting of the board of shareholders (no matter whether regular or extraordinary) shall be notified by the chairman to every shareholder in writing or by e-mail at least ten (10) business days before the convention of the said meeting, with the date, time and place of the meeting specified (the “Meeting Notice”). If all shareholders agree about a shorter notice period, a meeting to which the said shorter notice period applies shall be deemed as being convened properly. 5.5 If any shareholder cannot attend a shareholders’ meeting for any reason, he shall entrust an agent in writing to attend the shareholders’ meeting before the convention time of the meeting specified in the Meeting Notice, and the agent may exercise the powers specified in the power of attorney. 5.6 Shareholders may attend a shareholders’ meeting by phone, video or similar communication equipment. The board of shareholders may hold a meeting by any of the aforesaid means, only if present ...
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Board of Shareholders. The Board of Shareholders of the Target Company is the supreme authority and can exercise the following powers: (1) Make decisions on business policy and investment plan of the Target Company; (2) Elect and change the director and supervisor served by the non-labor representatives and decide the remuneration of relative directors and supervisors; (3) Review and approve the reports of Board of Directors; (4) Review and approve the reports of Board of Supervisors; (5) Review and approve the annual financial budget plans, final accounting plans, and any substantive change of the business plans or annual budget of the Target Company; (6) Review and approve the Target Company’s profit distribution scheme and the scheme of covering the deficit; (7) Make resolutions on increasing or decreasing the Target Company’s registered capital; (8) Making resolutions on the issuance of Target Company’s bonds; (9) Make resolutions on the closure, merger, division, dissolution, liquidation, restructuring, M&A (including the sale of equity and major assets), change of control power, or change of organizational form of the Target Company; (10) Revise the Articles of Association of the Target Company, increase or reduce its registered capital, and change its organizational form or business scope; (11) Approve the equity incentive plan of the Target Company; (12) Make a resolution on introducing new shareholders; (13) Establish a VIE structure and establish agreement control relationships with other target companies; (14) Change the equity structure of the Target Company, grant new options, convertible bonds, and other equity securities or similar rights, dilute, reduce, or negatively affect the effective shareholding or rights of investors; (15) Enlarge or reduce the scale of the Board of Directors; (16) Distribute dividends, formulate, approve or implement the establishment or exercise of any liquidation priority; (17) Change the existing business policies of the Target Company, including but not limited to, entering new areas and exiting existing areas; (18) Amend, change, or restrict any rights, preferences, privileges, or authorizations of investors; (19) Approve, establish or issue any new shares, or any reclassification of issued shares as having priority or equivalent rights to investors (including those related to liquidation, conversion, dividends, voting rights, repurchase, etc.); (20) Increase, reduce or cancel the authorized or issued shares/registered capital of the...
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Board of Shareholders. 1.1 Composition of the Board of Shareholders (a) The Board of Shareholders is composed of all shareholders ('Board of Shareholders'). (b) The Board of Shareholders is the highest authority of the Company, with the powers and authorities provided under the Company Law and other applicable laws.
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Board of Shareholders. The Company shall establish a shareholders meeting which is consisted of all Parties. The shareholders meeting shall be convened and voted in accordance with the relevant Laws and the Articles of Association of the Company.
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Board of Shareholders. The shareholders’ meeting of the invested company is the highest authority of the invested company and exercises the following powers: （1 To decide on the business policy and investment plan of the invested company; （2 To elect and replace directors and supervisors who are not held by staff representatives, and to decide on the remuneration of directors and supervisors; （3 Reviewing and approving the report of the Board of Directors; （4 To examine and approve the reports of the supervisors; （5 To examine and approve the annual financial budget plan and final accounts plan of the invested company, and any material changes to the business plan or annual budget of the invested company; （6 To examine and approve the profit distribution plan of the invested company and the plan for covering the losses; （7 Make resolutions on the increase or decrease of the registered capital of the invested company; （8 To make resolutions on the issuance of the bonds of the invested companies; （9 Make resolutions on the suspension of business, merger, division, dissolution, liquidation, reorganization, merger and acquisition (including equity and sale of material assets) of the invested company, change of control or change of the form of the invested company; （10 Change the articles of association or any articles of association documents of the invested company, increase or reduce the registered capital of the invested company, and change the organizational form or main business of the invested company; （11 Review and approve the equity incentive plan of the invested company. （12） Resolutions on the introduction of new shareholders.
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Board of Shareholders. The board of shareholders of the Company shall be composed of all the shareholders. The board of shareholders shall be the organ of authority of the Company and shall exercise the following functions and powers pursuant to the "Company Law": (1) to decide on the business policies and investment plans of the Company; (2) to elect and replace directors and supervisors that are not appointed from representatives of staff and workers, and to decide on matters concerning the remunerations of directors and supervisors; (3) to consider and approve reports of the board of directors; (4) to consider and approve reports of the board of supervisors; (5) to consider and approve the Company's proposed annual financial budgets and final accounts as well as major adjustments and modifications thereto; (6) to consider and approve the Company's profit distribution plans and plans for making up losses; (7) to pass resolutions on the increase or reduction of the Company's registered capital; (8) to pass resolutions on the issuance of corporate bonds; (9) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form and operating period of the company; (10) to develop or amend the Articles of Association of the Company; (11) to pass resolutions on provision of security by the shareholders; (12) to pass resolutions on any capital expenditure or commitment to dispose of any assets outside the normal range, except for resolutions made under the Company's annual budget; (13) to pass resolutions on establishment of subsidiaries, or any merger and acquisition transaction, or foreign investment; (14) to pass resolutions on sale, transfer, distribution, disposal or addition of any mortgage, guarantee, pledge or any other encumbrance to the Company's all or significant assets; (15) to consider and approve any action that is outside the current business scope of the Company; (16) to consider and approve any borrowing and other financial support (including but not limited to any third party, subsidiary, employee) of the Company; (17) to consider and approve, as the guarantor, matters beyond the scope of daily operations of the Company; (18) to consider the resolution on engaging a third party auditor to conduct a comprehensive audit of the Company; (19) to consider and approve single connected transactions of more than RMB 2 million yuan conducted with associated enterprises; (20) to consider the equity incentive scheme; (21) to co...
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Related to Board of Shareholders

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Stockholders The Stockholders recognize and acknowledge that they had in the past, currently have, and in the future may possibly have, access to certain confidential information of the Company, the Other Founding Companies, and/or TCI, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's, the Other Founding Companies' and/or TCI's respective businesses ("Confidential Information"). The Stockholders agree that they will not disclose such Confidential Information to any person, firm, corporation, association or other entity for any purpose or reason whatsoever, except (a) to authorized representatives of TCI, (b) following the Closing, such Confidential Information may be disclosed by the Stockholders as is required in the course of performing their duties for TCI or the Surviving Corporation and (c) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.1, unless (i) such Confidential Information becomes known to the public generally through no fault of the Stockholders, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any Confidential Information pursuant to this clause (ii), the Stockholders shall, if possible, give prior written notice thereof to TCI and provide TCI with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party. In the event of a breach or threatened breach by any of the Stockholders of the provisions of this Section 14.1, TCI shall be entitled to an injunction restraining such Stockholders from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting TCI from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. In the event the transactions contemplated by this Agreement are not consummated, Stockholders shall have none of the above-mentioned restrictions on their ability to disseminate Confidential Information with respect to the Company. Each Stockholder further agrees that in the event the transactions contemplated herein are not consummated (i) neither the Company nor any Stockholder can thereafter use any Confidential Information of the Other Founding Companies for any purpose and (ii) upon written request of any Other Founding Company to the Company, the Company and Stockholders will return all Confidential Information pertaining to such Other Founding Company to such Other Founding Company.

  • Meetings of Shareholders The Trust shall hold annual meetings of the Shareholders (provided that the Trust's initial annual meeting of Shareholders may occur up to one year after the completion of its initial fiscal year). A special meeting of Shareholders may be called at any time by a majority of the Trustees or the President and shall be called by any Trustee for any proper purpose upon written request of Shareholders of the Trust holding in the aggregate not less than 51% of the outstanding Shares of the Trust or class or series of Shares having voting rights on the matter, such request specifying the purpose or purposes for which such meeting is to be called. Any shareholder meeting, including a Special Meeting, shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate.

  • Shareholders In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability.

  • The Board of Directors 17. The Board of Directors, Appointment and Dismissal of Directors 17.1. The Board of Directors shall consist of up to five (5) directors, which will be appointed as follows: 17.1.1. For as long as L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold at least the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold, L C▇▇▇▇▇▇▇▇ shall have the right to appoint two (2) directors to the Board of Directors; provided, however, that in the event that L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold below the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold but collectively more than 30% of the L C▇▇▇▇▇▇▇▇ SPA Shares, L C▇▇▇▇▇▇▇▇ shall have the right to appoint one (1) director to the Board of Directors (each appointee of L C▇▇▇▇▇▇▇▇ shall be referred to as a “L C▇▇▇▇▇▇▇▇ Director” and collectively as the “L C▇▇▇▇▇▇▇▇ Directors”). The L C▇▇▇▇▇▇▇▇ Directors shall not be a legal or financial adviser of L C▇▇▇▇▇▇▇▇ or its Affiliates; provided, however, that, individuals employed by L C▇▇▇▇▇▇▇▇ or its Affiliates, including those in a legal or financing role, will not be restricted from serving as L C▇▇▇▇▇▇▇▇ Directors. The Company shall cause each of its Subsidiaries to maintain the same Board of Directors structure with the same representation of the Shareholders, to the extent permitted by applicable law of the jurisdiction in which such Subsidiary is formed. 17.1.2. O▇▇▇ ▇▇▇▇▇ and their Permitted Transferees, acting jointly, shall have the right to appoint three (3) directors to the Board of Directors, one of whom shall serve as the chairman of the Board of Directors (the “Chairman”). For so long as O▇▇▇ ▇▇▇▇▇▇▇▇ controls OS Investments, O▇▇▇ ▇▇▇▇▇ shall appoint O▇▇▇ ▇▇▇▇▇▇▇▇ as one of its directors and H▇▇▇▇▇▇▇ shall serve as Chairman. 17.2. A Shareholder that is entitled to appoint a Director to the Board of Directors shall be entitled to dismiss or replace such Director. Appointment, dismissal and replacement of a Director shall be effected by furnishing a Written notification to the Company, signed by the Shareholder entitled to effect such appointment, replacement or removal, and shall become effective on the date fixed in the notice or upon receipt of the notice by the Company, whichever is later. 17.3. All notices of meetings of the Board of Directors shall state the date, time and place of the meeting, and the nature of business proposed to be transacted thereat, and shall be given to all Directors in writing sent by electronic mail or by overnight courier. Notices of meeting of the Board of Directors shall be dispatched to all Directors not less than seven (7) days before the proposed date for such meeting, unless all the Directors agree In Writing to a shorter notice period. Notwithstanding the foregoing, in the event that the Chairman determines that there is an urgent material matter that requires action by the Board of Directors, a notice of the meeting of the Board of Directors may be dispatched to all Directors not less than twenty-four (24) hours before the Board of Directors meeting. 17.4. If a Director has appointed an Alternate Director (as defined below) for himself, notice shall be provided both to the Director and to the Alternate Director. Notice to a Director which is a corporation shall be delivered to the Corporate Representative. 17.5. The details of a Director, Alternate Director or Corporate Representative appearing in the Register of Directors which the Company maintains or which have been notified to the Company In Writing together with a request that these details be used for the purposes of delivery of notices, shall be the address and other details of the Director for the purposes of delivery of notices to him. 17.6. Any member of the Board of Directors may participate and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The attendance of any Director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting. Notwithstanding the nature of the business set forth on the applicable notice, the Directors may transact business at a Board of Directors meeting other than as set out in the applicable notice of meeting delivered to the Directors. The Board of Directors shall meet at least bi-annually and at such other times as determined by the Chairman or pursuant to applicable law and, to the extent possible, the Directors will consult with each other regarding the scheduling of Board of Directors meetings. 17.7. The quorum required to commence a meeting of the Board of Directors shall be a majority of the members of the Board of Directors then serving (provided that at least one of whom will be an L C▇▇▇▇▇▇▇▇ Director). If a quorum is not present at a meeting of the Board of Directors within thirty (30) minutes of the time set for such meeting, the meeting shall be adjourned and postponed to the same time three (3) days thereafter. If a quorum is not present at such reconvened meeting of the Board of Directors within thirty (30) minutes of the time set for such reconvened meeting, such reconvened meeting shall again be adjourned and postponed to the same time three (3) days thereafter. At any such second reconvened meeting (and only at such meeting), a majority of the Directors then serving shall constitute quorum, irrespective of whether an L C▇▇▇▇▇▇▇▇ Director is represented at such second reconvened meeting. 17.8. Subject to the provisions of Article ‎22 (Protective Covenants) hereof: (a) the Board of Directors may take action upon a majority of the votes of the members of the Board of Directors present at a meeting of the Board of Directors at which quorum as provided in Article ‎18.7 is present, and (b) each member of the Board of Directors shall have one (1) vote at all meetings of the Board of Directors attended by him or her; provided, however, that (x) O▇▇▇ ▇▇▇▇▇▇▇▇, for the period he is a Director, shall have such number of additional votes (in addition to his own vote) that equals to the number of the Directors that O▇▇▇ ▇▇▇▇▇ is entitled to appoint, but has failed to so appoint at that time (and/or that O▇▇▇ ▇▇▇▇▇ has appointed, but who failed to attend the relevant meeting) and (y) to the extent L C▇▇▇▇▇▇▇▇ is entitled to appoint two Directors pursuant to Section‎18.1.1, any L C▇▇▇▇▇▇▇▇ director who is appointed shall be entitled to an additional vote in the event the second L C▇▇▇▇▇▇▇▇ Director has not been appointed (or that has been appointed, but failed to attend the relevant meeting). 17.9. The Company shall reimburse the Directors for their respective reasonable out-of-pocket expenses incurred in attending Board of Directors meetings or meetings of Board of Directors committees, promptly upon presentation of receipts. Subject to the foregoing, Directors shall not be entitled to any per-diem or other remuneration in connection with their service on the Board of Directors. 17.10. Subject to the provisions of any law, a Director who has ceased to serve as Director is eligible to be re-appointed. 17.11. Subject to the provisions of any law, the office of a Director shall be vacated (including the office of an Alternate Director and a Corporate Representative) automatically in each of the following events: (a) upon his death; (b) if he is declared to be legally incompetent; (c) if he is declared bankrupt, or if the Director is a corporation, if a liquidator, receiver, special manager or trustee (in each case temporary or permanent) is appointed for the corporation or its assets within the context of a creditors scheme of arrangement or an order of stay of proceedings; (d) if he resigns from office by written notice to the Company, the Chairman or the Board of Directors, in which case the office of the Director shall be vacated on the date of service of notice or at such later date specified in the notice; (e) if his term of office has terminated in accordance with the provisions of these Articles; (f) if the Director is convicted in a final judgment of an offence of a nature which disqualifies a person from serving as a company director; or (g) if a court of competent jurisdiction decides to terminate his office in a decision or judgment for which no stay of enforcement granted.