SHA Sample Clauses
The SHA, or Shareholders' Agreement, is a contract that outlines the rights, responsibilities, and obligations of shareholders in a company. It typically covers issues such as share transfers, decision-making processes, dividend policies, and dispute resolution mechanisms among shareholders. By clearly defining these terms, the SHA helps prevent conflicts, ensures smooth governance, and protects the interests of all parties involved.
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SHA. The Company and each Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s performance hereunder) shall have executed and delivered the SHA.
SHA. (a) clause 2.4 of the SHA;
(b) clause 10 of the SHA;
(c) breach of the lock-in and transfer provisions applicable to the ▇▇. ▇▇▇▇▇ Permitted Holders AHCL Shares (as defined in the SHA) by a ▇▇. ▇▇▇▇▇ Permitted Holder (as defined in the SHA) in terms of clause 11 of the SHA;
(d) breach of the provision of clause 13 of the SHA (except clause 13.12 of the SHA), after:
(i) ▇▇. ▇▇▇▇▇ ceases to be a shareholder in the Company, or (ii) post the completion of an Excluded Action Transaction (as defined in the SHA); and
(e) breach of any provision of the SHA that is agreed between AHCL and ▇▇. ▇▇▇▇▇ to be subject to an indemnity under this Agreement as per the Excluded Action Notice (as defined in the SHA).
SHA. Each party agrees to negotiate in good faith with the other parties to enter into, prior to or substantially concurrently with the Closing, a definitive stockholders agreement (the “SHA”) containing the rights and obligations set forth in the Term Sheet attached hereto as Exhibit A (the “Rollover Term Sheet”) and such other provisions not addressed in the Rollover Term Sheet as are customary for transactions of this type or as otherwise mutually agreed between the parties. If for any reason the parties have not entered into the SHA at or prior to the Closing, (a) the parties shall continue to negotiate in good faith to enter into the SHA as soon as possible following the Closing and (b) until such time as the SHA shall be in effect, the Rollover Term Sheet shall be binding on the parties and shall, to the fullest extent permitted by applicable Law, govern the ongoing relationship among the parties and the operation of Topco, Parent and their respective Subsidiaries (including the Company).
SHA. At the Closing, SHA shall deliver the Initial Share Payment to the KL Shareholders, representing the Purchase Price to which each of the KL Shareholders is entitled pursuant to Section 1.02 and (ii) the certificates, opinions and other agreements and instruments contemplated by ARTICLE 8 hereof and the other provisions of this Agreement.
SHA. Each Purchaser shall have executed and delivered the SHA.