Shareholders’ Ordinary Resolution - EMI Scheme
This Shareholders’ Ordinary Resolution - EMI Scheme is to be used to obtain shareholder approval in a private company for an employees’ share option plan under an EMI Scheme.
Shareholder approval may not be required as a matter of course. However a company’s articles of association may require it or a company’s shareholder arrangements may necessitate shareholder approval being obtained before share options can be granted under a plan. A company’s pre-emption provisions may also mean that a shareholders’ resolution will be required before any share option arrangements can be put into place.
This resolution can be passed either by way of general meeting or written resolution. This document sets out the required wording of the ordinary resolution. If it is to be passed at a general meeting, it should be used in conjunction with “Shareholders’ resolutions – General Meeting Format”. If it is to be passed as a written resolution, it should be used in conjunction with “Shareholders’ Written Ordinary Resolution”.
This template resolution may be adapted and used in conjunction with other share option arrangements by deleting the references to an EMI Scheme.
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
This Shareholders’ Ordinary Resolution - EMI Scheme is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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