Common use of Eligible Shareholder Clause in Contracts

Eligible Shareholder. No Recipient shall be entitled to effect any Transfer (including, for the avoidance of doubt, any Permitted Transfer) unless, in each case, such proposed transferee (and any other Person who has Control of such proposed transferee) has been determined to be an Eligible Shareholder, whereby: (a) the Recipient shall inform (in writing) the Investor Shareholders of the identity of such transferee (and any other Person who has Control of such proposed transferee) and such Recipient’s basis for determining that such transferee (and any other Person who has Control of such proposed transferee) is an Eligible Shareholder; and (b) the Investor Shareholders (other than the Danish State unless specifically requested so by the Danish State) having confirmed (in writing) to such Recipient (not later than within 20 Business Days following receipt of the information from the Recipient) that they concur with the Recipient’s determination that such transferee (and any other Person who has Control of such proposed transferee) is an Eligible Shareholder, whereby absent (1) such confirmation from the Investor Shareholders and (2) a rejection from any Investor Shareholder disputing such determination by the Recipient, the proposed transferee (and any other Person who has Control of such proposed transferee) will be deemed as being an Eligible Shareholder.