Special Resolutions Sample Clauses
A Special Resolutions clause defines the process and requirements for passing significant decisions within a company or organization that go beyond ordinary business matters. Typically, this clause specifies that certain actions—such as amending the constitution, approving major transactions, or dissolving the company—require a higher threshold of approval, often a supermajority of shareholders or members. By setting stricter voting requirements for these key decisions, the clause ensures that major changes cannot be made without broad consensus, thereby protecting the interests of all stakeholders and maintaining organizational stability.
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Special Resolutions. The following matters shall require a Special Resolution of Shareholders, meaning a Resolution passed by a majority of the Shareholder(s) holding not less than 2/3 (Two-Thirds) of the total shares of the Company or a Resolution signed by all Shareholders entitled to vote on the particular Resolution (collectively “Special Resolution”):
23.1 Changing the Company’s name;
23.2 Change of registered capital of the Company;
23.3 Approval for a Merger or dissolution of the Company;
23.4 An increase, decrease or change with respect to the Company’s business objectives;
23.5 A redistribution of the number of shares in a class with the change resulting in an absolute or relative characteristic of any particular class of shares;
23.6 A change in percentage of the dividends payable to any class of shares;
23.7 Increasing the Company’s capital by creation of new classes of shares of which the absolute or relative characteristics are superior or inferior to an existing class of shares;
23.8 Decreasing the Company’s stated capital by reducing the par value of any class or series of shares or the authorized shares of the Company;
23.9 Changing the duration of existence of the Company;
23.10 Changing the registered address of the Company;
23.11 Changing the quorum requirements for a Shareholders’ Meeting or a Board of Directors’ Meeting; and
23.12 As otherwise required by these Articles.
Special Resolutions. The number of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.
Special Resolutions. At an Annual General Meeting of the members of the Bank, duly convened and held in The O’▇▇▇▇▇▇ ▇▇▇▇, UCD, ▇▇▇▇▇▇▇▇, Dublin 4 on 8 July 2008, the following Special Resolution was duly passed:- “5 To consider and if thought fit pass the following resolution as a special resolution:-
Special Resolutions. (a) In addition to all other powers conferred on them by, and except as otherwise provided in, this Agreement, the Limited Partners may in the manner stated in Section 15.8(b):
(i) remove Woodfine Professional Centres Inc. as the General Partner and appoint a new general partner as the General Partner, as provided in Section 18.3;
(ii) remove a General Partner other than Woodfine Professional Centres Inc. and appoint a successor, as provided in Section 18.3;
(iii) waive any default on the part of the General Partner on such terms as they may determine and release the General Partner from any claims in respect thereof;
(iv) authorize the sale, lease, transfer or other disposition of all or substantially all of the assets of the Partnership, other than sales of assets pursuant to the Business or a Final Sale;
(v) amend this Agreement as provided in Article 16 hereof;
(vi) approve amendments to the Business of the Partnership as set out in Section 2.4;
(vii) amend or cancel any previously passed Special Resolution; and
(viii) approve any transaction proposed to be made outside the normal course of Business.
(b) The powers exercisable by the Limited Partners under Section 15.8(a) are exercisable by the adoption of a Special Resolution, and not otherwise. The Limited Partners may by adoption of a subsequent Special Resolution, amend or repeal a Special Resolution that has previously been passed.
(c) The General Partner then holding the position of General Partner, and its affiliates, are not entitled to vote on a Special Resolution dealing with a matter described in Sections 15.8(a)(i), (ii), or (iii), however a General Partner who has ceased to hold the position of General Partner, and its affiliates, are not restricted by this Section 15.8(c) from voting on any such matter affecting a subsequently appointed General Partner.
(d) Subject to Section 15.8(c), a Limited Partner is entitled to vote Units owned by it on resolutions relating to matters in which the Limited Partner has an interest.
Special Resolutions. 10.1 A meeting of the Noteholders may by Special Resolution sanction any modification, abrogation, compromise or release previously approved in writing by the Company in any respect of any provisions of this Instrument or all or any of the rights of the Noteholders against the Company whether such rights shall arise under the Deed or otherwise and in particular (but without limitation) shall have power to sanction any agreement for postponing or advancing the time for the payment of the principal money or interest payable in respect of the Loan Notes or for reducing their rate of interest or for the capitalisation of Loan Notes or, without prejudice to the provisions contained in this Instrument, for the exchange of Loan Notes for, or conversion of Loan Notes into, other securities of the Company or any other company or may assent to any modification of the provisions contained in the Deed and/or the Conditions which shall be proposed by the Company.
10.2 A Special Resolution shall be binding upon all the Noteholders whether present or not present at the meeting at which it is passed and each of the Noteholders shall be bound to give effect to it accordingly and the passing of any such resolution shall be conclusive evidence without appeal that the circumstances justify the passing of it.
10.3 The expression Special Resolution means a resolution passed at a meeting of the Noteholders duly convened and held in accordance with these Provisions by a majority consisting of not less than 75% of the persons voting at such meeting upon a show of hands or if a poll is demanded on the resolution then by a majority consisting of not less than 75% of the votes given on such poll.
10.4 A resolution in writing signed by the holders of 75% in principal amount of the Loan Notes at the relevant time outstanding who are at the relevant time entitled to receive notice of meetings in accordance with these Provisions shall for all purposes be as valid and effective as a Special Resolution. In the case of two or more joint holders the signature of any one of those joint holders will be sufficient for this purpose. Such a resolution in writing may be contained in one document or in several documents in like form each signed by one or more Noteholders. Minutes of all resolutions and proceedings at every meeting of the Noteholders shall be made and duly entered in books to be from time to time provided for that purpose by the Company and shall be available for inspection by Noteh...
Special Resolutions. Notwithstanding the foregoing. all actions of the Company with respect to the following matters unless expressly delegated to the Board of Managers by both Members in writing may be adopted only upon the prior written approval of both Members:
(i) admission of any person as a Member (whether by way of subscription or transfer) or creation of any new Membership Interest other than as permitted by Sections 13. 14 or 16.5(c);
(ii) any change to the Certificate or this Agreement;
(iii) any distribution in cash or in specie except to settle any tax liability properly incurred by any Member as a result of that Member’s Membership in the Company except as provided for in Section 12.4 and whether out of income capital or reserves except as provided by Section 15;
(iv) approval of the Business Plan or any material alteration to the Business Plan or any material change to the nature of the Business;
(v) incurrence of any indebtedness except as provided in the Business Plan or any increase in the total amount of its bank borrowings to a figure greater than that provided in the Business Plan;
(vi) creation or issuance of any fixed or floating charge. debenture. lien (other liens arising by operation of law or in the ordinary course of business) mortgage. encumbrance or security over all undertaking. business. property or assets (tangible or intangible) of the Company. except for the purpose of securing the indebtedness of the Company or any Subsidiary to its bankers for sums approved in the Business Plan borrowed in the ordinary and proper course of business;
(vii) any loan or advance or credit (other than normal trade credit). except for the purpose of making deposits with bankers which shall be repayable upon the giving of no more (than seven (7) days’ notice and except for any loan provided for in the Business Plan:
(viii) any guarantee, indemnity or security in each case to secure the liabilities or obligations of any person other than (he Company or any Subsidiary except for such indemnities, guarantees or security approved in the Business Plan and except for such indemnities and security which may be given in the ordinary course of business;
(ix) establishment, cancellation, or variation of, the terms of any pension, retirement, profit sharing, share option, profit related, bonus or incentive plan of the Company;
(x) except as approved or as provided in the Business Plan, any sale, transfer, lease, assignment, or disposal of any interest in, all or any material ...
Special Resolutions. Upon reaching unanimous agreement as to the actions set forth in Article 7.3., hereof, the Parties shall vote their Equity Interests to adopt any special resolutions to implement same as may be required by the laws of the Republic of Malawi.
Special Resolutions. (a) The expression "Special Resolution" means a resolution approved by Holders holding an aggregated of at least three-fourths (3/4) in a nominal value of the Deposits held by those persons who are entitled to vote, and who vote on the question.
(b) Without limiting the rights, powers and discretions conferred on the Supervisor by this Deed and subject to the proviso to this paragraph a meeting of Holders shall, in addition to all other powers which by this Deed are specified as exercisable by Special Resolution, have the following powers exercisable by Special Resolution namely:
(i) power to sanction either unconditionally or upon any conditions:
(1) the release of FSSI from the payment of all or any part of the Deposits; or
(2) the release of any Guaranteeing Subsidiary from its guarantee and from its obligations to the Supervisor in respect of the Holders; or
(3) the release of any guarantee created by or pursuant to the Trust Deed;
(ii) power to sanction the exchange of Deposits for, or the conversion of Deposits into shares, stock, debentures, debenture stock or other obligations or securities of FSSI or any other Company formed or to be formed;
(iii) power to postpone or, with the concurrence of FSSI, to accelerate, the day when the Principal Moneys of the Deposits shall become payable and to suspend or postpone for a time the payment of interest on Deposits;
(iv) power to sanction any alteration, release, modification, waiver, variation or compromise or any arrangement in respect of the rights of the Holders against FSSI and/or the Guaranteeing Subsidiaries or against their respective properties howsoever such rights shall arise;
(v) power to assent to any modification, alteration, variation or addition to the provisions contained in this Deed or the conditions attaching to the Deposits proposed or agreed to by FSSI and authorise the Supervisor to concur in and execute any supplemental trust Deed effecting such modification, alteration, variation or addition;
(vi) power to give any sanction, assent, release or waiver of any breach or default by FSSI or any Guaranteeing Subsidiary under any of the provisions of this Deed;
(vii) subject to the FMCA, power to discharge, release or exonerate the Supervisor from all liability in respect of an act of commission or omission for which the Supervisor has or may become responsible under this Deed;
(viii) power to sanction any scheme for the reconstruction of FSSI or any Guaranteeing Subsidiary or for the amal...
Special Resolutions we hereby approve and authorise the entry into the Purchase Agreement, the Guaranty Agreement and the Deed of Charge to which the Company and the Company Shareholder is a party. _______________ Duly authorised for and on behalf of Date: 08 April 2020 A copy of these resolutions was sent to the Company’s auditors,.
Special Resolutions. Decisions taken by the Management Committee with respect to the matters set out in Schedule 4 and as otherwise specified in this agreement will require the affirmative vote of one or more Representatives of those Participants present and entitled to vote at the meeting having 75% or more of the total votes of all Representatives present and entitled to vote.