Minority Shareholder Standstill Sample Clauses

Minority Shareholder Standstill. Each of the Minority Shareholders and their respective controlled Affiliates (and commonly controlled or managed investment funds) shall not, directly or indirectly, without the prior written approval of the Company: (a) other than pursuant to Section 4.6, acquire, agree to acquire or offer to acquire, beneficial ownership of any Equity Securities that would cause the Minority Shareholders and their controlled Affiliates (or commonly controlled or managed investment funds) to beneficially own, in the aggregate, 40% or more of the then outstanding Equity Securities, (b) enter into or agree to enter into any merger, business combination, recapitalization, restructuring, change of control transaction or other extraordinary transaction involving the Company or any of its subsidiaries other than in connection with any such transaction that any one or more Shareholders, their respective controlled Affiliates (and commonly controlled or managed investment funds) enter into or agree to enter into in order to protect or pursue their rights and interests as creditors under the Amended and Restated Credit Agreements, (c) make, or in any way participate or engage in, directly or indirectly, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting equity securities of the Company or any of subsidiary of the Company, (d) bring any action or otherwise act to contest the validity of the restrictions set forth in this Section 4.3, or seek a release of such restrictions, (e) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting equity securities of the Company or any subsidiary of the Company except for any group constituted solely of the Minority Shareholders and their respective controlled Affiliates (and commonly controlled or managed investment funds), (f) seek the removal of any directors from the Board or a change in the size or composition of the Board (including voting for any directors not nominated by the Board) (it being understood that any action taken by any Minority Shareholder or its respective Affiliates or commonly controlled or managed investment funds in connection with a Minority Shareholder Designee’s employment by such Minority Shareholder or its respective Affiliates or commonly controlled or managed investment funds (including terminating such Minority Shareholder Designee’s employment or requiring the re...
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Related to Minority Shareholder Standstill

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Warrant Holder Not a Shareholder The holding of a Warrant will not constitute the Holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as in the Warrant expressly provided.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus.

  • Stockholder Status The Holder shall not have rights as a stockholder of the Borrower with respect to unconverted portions of this Note. However, from and after the Conversion Date, the Holder will have all the rights of a shareholder of the Borrower with respect to the shares of Common Stock to be received by Holder after delivery by the Holder of a Conversion Notice to the Borrower regardless of whether physical certificates shall have been delivered.

  • Principal Shareholders 5 2.04 Subsidiaries.............................................................................. 6 2.05 Convertible Securities, Options, Etc...................................................... 6 2.06 Authorization and Validity of Agreement................................................... 6 2.07. Validity of Transactions; Absence of Required Consents or Waivers......................... 6 2.08.

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • Shareholder Status The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted portions of this Note. However, the Holder will have all the rights of a shareholder of the Borrower with respect to the shares of Common Stock to be received by Holder after delivery by the Holder of a Conversion Notice to the Borrower.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

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