Matters Requiring the Approval of the Shareholders Sample Clauses

Matters Requiring the Approval of the Shareholders. (a) Notwithstanding any provision of the Articles to the contrary, no action shall be taken by or on behalf of the Company in connection with any of the following matters without the prior unanimous written approval of the Shareholders: (i) any amendment, restatement or revocation of the Articles; (ii) any amendment to or renewal of any FA Operative Document between the Company and any Shareholder or any of their respective Affiliates; (iii) any change in the scope of activity or strategic direction of the Company’s business; (iv) any merger, consolidation or other business combination to which the Company or any of its Subsidiaries is a party, or any other transaction to which the Company is a party resulting in a Change of Control of the Company; (v) any sale, lease, pledge, assignment or other disposition of assets of the Company in an amount (in terms of consideration to be received by the Company) in excess of ¥5,000,000 in one transaction or a series of related transactions, other than as expressly provided for in the FA Operative Documents or as set forth in the most recently approved Business Plan; (vi) the approval of any transaction or agreement between the Company and any Shareholder or any of their respective Affiliates (other than transactions or agreements expressly provided for or authorized by an FA Operative Document or the most recently approved Business Plan) or any amendment thereto (including the waiver of any material term thereof), other than any such transaction, agreement or amendment that contains generally available, arm’s length commercial terms and is in an amount (in terms of payments to be made or the value of services or products to be provided or delivered) less than ¥5,000,000 for any single transaction or agreement or for substantially identical transactions within a 24 month period (or a waiver that does not materially adversely affect the rights and benefits of the Company), other than as set forth in the most recently approved Business Plan; (vii) incurring Indebtedness in an amount in excess of ¥1,000,000 or an increase in aggregate Indebtedness in excess of ¥1,000,000 in any calendar quarter, other than as authorized by Section 5.1(d) (Matters Requiring the Approval of the Board of Directors); (viii) with respect to the Company or any of its Subsidiaries, (A) the voluntary commencement of any proceeding or the voluntary filing of any petition seeking relief under Japanese or foreign bankruptcy, insolvency, receiversh...
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Matters Requiring the Approval of the Shareholders. The JV Parties shall use best efforts to cause each of the following actions to require the approval of the shareholders of the Joint Venture Company by resolution adopted in accordance with Section 6.4 above: (a) amending, restating or revoking the Articles of Incorporation; (b) electing or removing the directors or the supervisors; (c) determining the compensation of any director or supervisor; (d) approving the balance sheet and other financial statements received from the Board of Directors; (e) appointing and removing the auditors of the Joint Venture Company; (f) approval of surplus earning distribution or loss offset proposals; (g) any merger, consolidation or other business combination to which the Joint Venture Company is a party, or any other transaction to which the Joint Venture Company is a party (other than where the Joint Venture Company is merged or combined with or consolidated into a Wholly-Owned Subsidiary of the Joint Venture Company), resulting in (i) a change of control of the Joint Venture Company, other than a change of control that may occur pursuant to Section 9.3, 12.3, 12.6 or 13.1 or (ii) the sale of all or substantially all assets of the Joint Venture Company; (h) voluntary submission by the Joint Venture Company to receivership, bankruptcy or any similar status; (i) liquidation or dissolution of the Joint Venture Company; and (j) other actions reserved to the determination of the shareholders of the Joint Venture Company by the ROC Company Law.
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Matters Requiring the Approval of the Shareholders. Each of the following actions shall require the approval of the shareholders of the Joint Venture Company by resolution adopted in accordance with Section 6.4 above: (a) amending, restating or revoking the Articles of Incorporation; (b) electing or removing the directors or the supervisors; (c) approving the balance sheet and other financial statements received from the Board of Directors; (d) approval of surplus earning distribution or loss offset proposals; (e) any merger, consolidation or other business combination to which the Joint Venture Company is a party, or any other transaction to which the Joint Venture Company is a party (other than where the Joint Venture Company is merged or combined with or consolidated into a Wholly-Owned Subsidiary of the Joint Venture Company), resulting in (i) a change of control of the Joint Venture Company, other than a change of control that may occur pursuant to Section 3.5, 9.3, 12.3, 12.6 or 13.1 or (ii) the sale of all or substantially all assets of the Joint Venture Company; (f) liquidation or dissolution of the Joint Venture Company; and (g) other actions reserved to the determination of the shareholders of the Joint Venture Company by the ROC Company Law.
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Matters Requiring the Approval of the Shareholders. The JV Parties and the Joinder Parties shall use best efforts to cause each of the following actions to require the approval of the shareholders of Inotera by resolution adopted in accordance with Section 6.4 above: (a) amending, restating or revoking the Articles of Incorporation; (b) electing or removing the directors or the supervisors; (c) determining the compensation of any director or supervisor; (d) approving the balance sheet and other financial statements received from the Board of Directors; (e) appointing and removing the auditors of Inotera; (f) approval of surplus earning distribution or loss offset proposals; (g) any merger, consolidation or other business combination to which Inotera is a party, or any other transaction to which Inotera is a party (other than where Inotera is merged or combined with or consolidated into a Wholly-Owned Subsidiary of Inotera), resulting in (i) a change of control of Inotera, other than a change of control that may occur pursuant to Section 9.3, 12.3, 12.6 or 13.1 or (ii) the sale of all or substantially all assets of Inotera; (h) liquidation or dissolution of Inotera; and (i) other actions reserved to the determination of the shareholders of Inotera by the ROC Company Law.
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Related to Matters Requiring the Approval of the 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.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Matters Requiring Investor Director Approval So long as the holders of Preferred Stock are entitled to elect a Preferred Director, the Company hereby covenants and agrees with the Investors that it shall not, nor shall it permit any subsidiary to, without approval of the Board of Directors, which approval must include the affirmative vote of at least one of the Preferred Directors: (a) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors, including at least one of the Preferred Directors; (c) guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board of Directors; (e) incur any aggregate indebtedness in excess of $250,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $100,000 per year; or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) increase the shares of Common Stock reserved for issuance under the Company’s 2015 Stock Incentive Plan or adopt any other equity incentive plan; or (k) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $250,000.

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • Shareholders' Approval The Company shall: (a) call a special meeting of the Shareholders (the "Shareholders' Meeting") within 30 days (or such other period as may be required by applicable law) after the S-4 shall have been declared effective by the SEC for the purpose of obtaining the approval of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Shareholder Action"); and (b) recommend that the Shareholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Statute and any other applicable law in connection with the Merger, this Agreement and the Plan of Merger, in each case as promptly as possible. The Company shall prepare and distribute any written notice and other materials relating to the Shareholder Action, including, without limitation, a proxy statement (the "Shareholder Statement"), in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal and state laws relating to the Merger, such Shareholders' Meeting or any other transaction relating to or contemplated by this Agreement (collectively, the "Shareholders' Materials"); PROVIDED, HOWEVER, that Parent and its counsel shall have the opportunity to review all Shareholders' Materials prior to delivery to the Shareholders, and all Shareholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; PROVIDED, FURTHER, HOWEVER, that if any event occurs which should be set forth in an amendment or supplement to any Shareholders' Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal or state laws.