Withdrawal by Neither Shareholder Sample Clauses

Withdrawal by Neither Shareholder. In the event that, upon the occurrence of a Deadlock, neither Shareholder desires to sell or transfer its interest in Britannia, an independent merchant bank or other independent third party (the "Bid Appraiser") to be designated jointly by the Shareholders or, if the Shareholders cannot agree on the designation of a Bid Appraiser within twenty (20) days from the occurrence of such Deadlock, by an independent merchant bank (or other third party) designated by two independent merchant banks to be designated as provided in Section 7.6(a), shall conduct a competitive bidding process between the Shareholders. Britannia's managing director shall provide the Shareholders with such information concerning Britannia and its subsidiaries (and their operations, results, financial condition or prospects) as the Shareholders may reasonably require in connection with such bidding process. Each of IM and Mentmore shall provide an all cash sealed bid for one hundred percent (100%) of the equity in Britannia (the "Equity Valuation") to such Bid Appraiser and the Shareholder providing the highest such sealed bid the ("Purchasing Shareholder") shall be required to purchase the Shares of the other Shareholder at a price per Share proportionate to the Equity Valuation provided by the Purchasing Shareholder; provided, however, that (i) the Bid Appraiser to be designated pursuant to this clause (c) shall be designated within no more than sixty (60) days of the occurrence of a Deadlock, (ii) sealed bids containing the Shareholders' respective Equity Valuations shall be provided to the Bid Appraiser within thirty (30) days of the designation of such Bid Appraiser, (iii) such Bid Appraiser shall notify the Shareholders in writing of the highest Equity Valuation (the "Auction Notice") received by such Bid Appraiser and the corre sponding selection of a Purchasing Shareholder within ten (10) days of the receipt by such Bid Appraiser of the Shareholders' respective Equity Valuations and (iv) following delivery of the Auction Notice to the Purchasing Shareholder, the share transfer procedures set forth in Sections 7.7(a) and (b) above shall be respected.
Sample 1
AutoNDA by SimpleDocs

Related to Withdrawal by Neither Shareholder

  • Optionee Not a Shareholder Optionee shall have no rights as a shareholder with respect to the Common Stock of the Company covered by the Option until the date of issuance of a stock certificate or stock certificates to him upon exercise of the Option. No adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued.

  • No Shareholder Rights Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

  • 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.

  • No Stockholder Rights This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company.

  • Transfer of Shares After Registration; Suspension (a) The Investor agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 6.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

  • Holder Not Deemed a Stockholder Except as otherwise specifically provided herein, this Warrant shall not entitle Holder to vote or receive dividends or any other rights of a stockholder of the Company, including, without limitation, any right to vote, give or withhold consent to any corporate action (whether a reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings or receive subscription rights.

  • Right Certificate Holder Not Deemed a Stockholder No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof.

Time is Money Join Law Insider Premium to draft better contracts faster.