Common use of Shareholders Resolutions Clause in Contracts

Shareholders Resolutions. The quorum for Shareholders' Meetings shall consist of a majority of the total outstanding shares of the Company. Unless otherwise required by applicable law, all resolutions may be passed by an affirmative vote of a majority of the shares present and entitled to vote; provided that in the case of the matters listed below, unless otherwise agreed by the Shareholders, such matters shall be submitted to the Shareholders for approval by a special resolution of the Shareholders' Meeting, which special resolution must be adopted by an affirmative vote of not less than two-thirds (2/3) of the shares present and entitled to vote, unless otherwise set forth herein: (a) Modification or amendment of the Articles of Incorporation of the Company; (b) Assignment or other transfer of all or an important part of the business of the Company, or acquisition of all or an important part of the business of others; (c) Reduction in capital; (d) Dissolution and/or liquidation except as provided in Article 16 below; (e) Payment of dividends; (f) Dismissal of Directors of the Company; (g) Merger or consolidation of the Company, which shall be adopted by an affirmative vote of not less than two-thirds (2/3) of the shares outstanding; (h) Change in the business purposes of the Company; and (i) Such other matters as required by law or the Articles of Incorporation of the Company to be determined by a special resolution of the Shareholders' Meeting. Notwithstanding the foregoing, if at any time after the third anniversary of the Effective Date of this Agreement, either Shareholder proposes that any of the actions set forth in Section 9.2(b), (d), (g) or (h) above be taken, such Shareholder shall send written notice of its proposal (the "Proposal Notice") to the other and if such action is not adopted by the required vote of the Shareholders within thirty (30) days following the date of the Proposal Notice, the proposing Shareholder shall have the right to require mutual consultation between the senior management of the Shareholders by written notice to the other in accordance with Section 10.5 hereof.