By the Shareholders Clause Samples
The "By the Shareholders" clause defines actions or decisions that must be taken or approved directly by the shareholders of a company. Typically, this clause outlines specific matters—such as major corporate changes, amendments to governing documents, or approval of significant transactions—that require a formal vote or consent from the shareholders rather than the board of directors. By specifying these requirements, the clause ensures that shareholders retain ultimate authority over key decisions, thereby protecting their interests and maintaining proper corporate governance.
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By the Shareholders. The Shareholders hereby indemnify and hold harmless i-Cube, the Buyer, the Company and their affiliates from and against all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) (collectively, the "Damages") in connection with each and all of the following:
(a) any misrepresentation or breach of any representation or warranty made by the Shareholders in this Agreement;
(b) any breach of any covenant, agreement or obligation of the Shareholders contained in this Agreement or any other agreement, instrument or document contemplated by this Agreement;
(c) any misrepresentation contained in any written statement, certificate or schedule furnished by the Shareholders or the Company pursuant to this Agreement or in connection with the transactions contemplated by this Agreement;
(d) any violation by the Company or its affiliates prior to the Closing of, or any failure by the Company or its affiliates to comply prior to the Closing with, any law, ruling, order, decree, regulation or governmental requirement applicable to any such entity, its assets or its business, whether or not any such violation or failure to comply has been disclosed to the Buyer;
(e) any claim relating to (i) services provided by the Company prior to the Closing Date or (ii) the Company's or its affiliates' business or operation prior to the Closing Date;
(f) any tax liabilities or obligations of the Company or any affiliates arising on account of any event occurring prior to the Closing, including without limitation, relating to or arising out of transactions with Careline Services Limited and Entropy (CMG) II Limited or their shareholders; -44- 50
(g) any claims against, or liabilities or obligations of, the Company or any affiliates with respect to obligations under Employee Plans arising on account of events occurring prior to Closing (including the Personal Pension Arrangements, the Personal Pension Scheme and the Scheme); and
(h) resulting from any claim by a Shareholder or former shareholder or any optionholder or noteholder of the Company or any of its Subsidiaries seeking to assert, or based upon: (i) ownership or rights to ownership of any share capital of the Company or any Subsidiary; (ii) any rights of a shareholder of the Company or any Subsidiary, including any option, preemptive rights or rights to notice or to vote...
By the Shareholders. The Corporation’s shareholders may amend or repeal the Corporation’s Bylaws, including any Bylaw that also may be amended or repealed by the Board of Directors.
By the Shareholders. These By-Laws may be amended, added to, altered or repealed, or new by-laws may be adopted, at any meeting of shareholders of the corporation by the affirmative vote of the holders of a majority of the shares entitled to vote in the election of directors present and voting at such meeting, provided, in the case of a special meeting, notice that an amendment is to be considered and acted upon is inserted in the notice or waiver of notice of said meeting.
By the Shareholders. These Bylaws may be amended, altered, or repealed at any annual or special meeting of the shareholders; provided that, in the case of a special meeting, notice of the proposed alteration or amendment is contained in the notice of the meeting.
By the Shareholders. Each Shareholder have been advised by their respective counsel with respect to the meaning and effect of this Section 5.01.
By the Shareholders. The decision of the Independent Accountant shall also include a certificate (the "SETTLEMENT AMOUNT CERTIFICATE") of the Independent Accountant setting forth the final amount of the Closing Date Net Asset Value and the amount, if any, by which the second installment of the Purchase Price payable six months after the Closing shall be increased or reduced. The Closing Date Balance Sheet shall be deemed to include all undisputed adjustments and those adjustments made by the decision of the Independent Accountant in resolving the Contested Adjustments.
By the Shareholders. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing information regarding such holder's ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Company or such other indemnified Person against all Losses caused by any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such holder expressly for use therein; provided, however, that each holder's obligation to indemnify the Company hereunder shall, to the extent more than one holder is subject to the same indemnification obligation, be apportioned between each holder based upon the net amount received by each holder from the sale of Registrable Securities, as compared to the total net amount received by all of the holders of Registrable Securities sold pursuant to such registration statement. Notwithstanding the foregoing, no holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liability.
By the Shareholders. The Shareholders shall deliver or cause to be delivered to Buyer the following:
(i) The stock certificates evidencing all of the Shares, accompanied by appropriate instruments of transfer duly executed by the Shareholders;
(ii) The Employment Agreements, duly executed by Rock▇ ▇. ▇▇▇▇▇▇, ▇▇be▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ Baxt▇▇ ▇. W▇▇▇▇▇▇;
(iii) The Releases, duly executed by the Shareholders; and
(iv) Each of the certificates, documents, instruments and evidences required to be delivered to Buyer pursuant to Section 9 above.
By the Shareholders. These Bylaws may be amended by the shareholders at a meeting called for such purpose in any manner not inconsistent with any provision of law or of the Corporation’s Certificate of Incorporation.
By the Shareholders. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ and, solely with respect to Section 4.2, ▇▇▇▇▇ ▇▇▇▇▇▇, jointly and severally, shall indemnify and hold harmless A4S and the Merger Sub, and each of their respective officers, employees, Affiliates and agents, at all times from and after the Closing Date, against and in respect of Losses arising from: (i) any breach of any of the representations or warranties made by the Shareholders or the Targets in this Agreement (without regard to any materiality qualification contained in any such representation or warranty); and (ii) any breach of the covenants and agreements made by the Shareholders or the Targets in this Agreement or any exhibit hereto delivered by the Shareholders or the Targets in connection with the Closing.