Common use of The Shareholders Clause in Contracts

The Shareholders. (a) The parties hereby agree that for all purposes under this Agreement, only the Parent of each record owner of any Company Shares shall be deemed the owner of such Company Shares (a “Class A Shareholder”, “Class B Shareholder” or “Class D Shareholder”, as applicable) and shall have the right to exercise and the obligation to comply with the terms and conditions of this Agreement, and each Parent shall cause each of its Affiliated owner of record of Company Shares (whether currently held or acquired after the date hereof) to comply with, the terms and conditions of this Agreement, either directly or by causing such Affiliated record owner to vote or otherwise take action on its behalf. Further, no later than on the fifth Business Day following the entering into of a Bona Fide Financing, each Shareholder agrees to submit to the other Shareholders a certificate setting forth the name of the Bona Fide Third Party involved, the term of such Bona Fide Financing, the class and number of Company Shares involved, and a confirmation to the other Shareholders that the documentation for the financing contains the agreements in clauses (x) and (y) of the definition of Bona Fide Financing. (b) In the event that VLG is a record owner of any Company Shares following the Merger Effective Date, CVH and Fintech Advisory agree to consummate the VLG Split Off as soon as practicable. After giving effect to such Split Off, any Affiliate of CVH or Fintech Advisory that becomes the record owner of Company Shares as a result thereof and that is not a Shareholder shall become a party to this Agreement and agree to be bound by all of the terms and conditions hereof. Upon becoming a party to this Agreement, such Person shall, as to the Company Shares so acquired, be considered a CVH Party or Fintech Party, as applicable and shall enjoy the same rights and be subject to the same obligations as each other CVH Party or Fintech Party, as applicable. Until such time as the VLG Split Off is consummated, CVH and Fintech Advisory hereby agree that they shall each be deemed a Shareholder with respect to the Company Shares held by VLG based on their respective ownership interests in VLG, including any indirect interests in the Company that CVH may agree to acquire from Fintech Advisory in the form of additional membership interests in VLG, and that for the purpose of determining the ownership interests of each of CVH and Fintech Advisory in the Company, including their Ownership Percentage and their Agreement Ownership Percentage, their indirect ownership interests in the Company held, directly or indirectly, through VLG will be considered as if each of them in the aggregate directly or indirectly, and not VLG, were the direct owner of such ownership interest.