Substitute Shareholders Clause Samples
POPULAR SAMPLE Copied 5 times
Substitute Shareholders. No Shareholder shall have the right to designate an assignee of Shares as a substitute Shareholder. No assignee of Shares shall have the rights, powers and obligations of a Shareholder under this Agreement (including, without limitation, any right to vote on any matter) unless each Shareholder consents to the admission of the proposed assignee as a Shareholder or the proposed assignee receives 100% of the outstanding Shares of the Company. An assignment of a Share entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled to the extent assigned.
Substitute Shareholders. No transferee of a Shareholder’s Common Shares shall become a substitute Shareholder in place of the transferor unless and until:
(a) the Transfer has been made in compliance with the terms of this Agreement, including, without limitation, the terms of this Article 8;
(b) the transferee has executed an instrument accepting and adopting the terms and provisions of this Agreement, which shall provide that such transferee shall have all the rights and obligations of the transferring Shareholder hereunder;
(c) the transferee has caused to be paid all reasonable expenses of the Company in connection with the admission of the transferee as a substitute Shareholder; and
(d) except in the case of a Transfer effected pursuant to Section 8.2(a) hereof, the non-transferring Shareholder shall have consented (which consent may be unreasonably or arbitrarily withheld) in writing to such transferee becoming a substitute Shareholder; it being understood and agreed that the consent of the non-transferring Shareholder shall not be required in connection with a Transfer effected pursuant to Section 8.2(a) hereof in order for such a transferee to become a substitute Shareholder. Upon satisfaction of all the foregoing conditions with respect to a particular transferee, the Board of Officers shall cause the books and records of the Company to reflect the admission of the transferee as a substitute Shareholder to the extent of the transferred Common Shares held by the transferee.
Substitute Shareholders. 20.1 Subject to the provisions of this Agreement, the Project Documents and the Finance Documents, any transferring Shareholder may Transfer all of its Equity to its holding company, any subsidiary company or any subsidiary of such a holding company (Group Company) and will in such event assign its rights and obligations under this Agreement to such Group Company, subject always to the Black Shareholders complying with the requirements of clause 9.5.
1. Clauses 19 and 21 shall not apply to a Transfer of Equity between a transferring Shareholder and its Group and vice versa.
20.2 Should a transferring Shareholder wish to Transfer its Equity to a Group Company as contemplated in clause 20.1:
20.2.1 the Group Company shall agree to be bound by all the terms and conditions herein contained;
20.2.2 the transferring Shareholder shall bind itself as surety for and co-principal debtor in solidum with the Group Company for the due compliance by the Group Company with all its obligations under and in terms of this Agreement; and
20.2.3 the Group Company shall undertake in writing that in the event that it ceases to be a Group Company in relation to the transferring Shareholder, it will forthwith Transfer all such Equity back to the transferring Shareholder or another Group Company of the transferring Shareholder.