Approving Shareholders definition

Approving Shareholders means any shareholder or any group of shareholders acting together or pursuant to a common plan or arrangement, who propose to sell, or otherwise dispose of, to a person or a group of persons, other than an Affiliate of any of the transferring shareholders, shares of Common Stock representing more than fifty percent (50%) of the then outstanding shares of Common Stock.

Approving Shareholders means the all of (i) holders of at least two-thirds (2/3) of the then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basis; (ii) holders of at least two-thirds (2/3) of the then issued and outstanding Series B Preferred Shares voting as a separate class on an as-converted basis; and (iii) holders of at least fifty percent (50%) of the then issued and outstanding Series C Preferred Shares voting as a separate class on an as-converted basis.

Approving Shareholders shall have the meaning specified in Section 4.7(a).

Examples of Approving Shareholders in a sentence

• Notwithstanding the foregoing provisions of this Article 4.3, the Remaining Shareholders shall not be obligated to vote, consent and/or sell their Shares in connection with any such Acquisition Transaction or Sale of Assets to the extent that all of the Approving Shareholders do not also do so with respect to all of the applicable class or series of Shares held by them.

• The provisions of Sections 4.1 through 4.5, inclusive, shall not apply to any transaction to which this Section 4.7 applies to the extent the Approving Shareholders shall have in fact exercised their "DRAG-ALONG RIGHT" under this Section 4.7.

• Subject to the Dissenting Shareholder Process where a Notice to Acquire is given, the Offeror is entitled and bound to acquire those shares on the terms on which, under the Offer, the shares of Approving Shareholders are to be transferred to the Offeror.

• A Drag-Along Notice shall be revocable by the Approving Shareholders by joint written notice to the Company and the Dragged Shareholders, at any time before the completion of the Drag-Along Sale, and any such revocation shall not prohibit the Approving Shareholders from exercising Drag-Rights at any time in the future.

• Each Shareholder will take all necessary and desirable actions as directed by the Board and the Approving Shareholders in connection with the consummation of any Approved Sale, including without limitation executing the applicable purchase agreement, making representations and warranties, and granting identical indemnification rights.

• The Approving Shareholders may exercise their rights with respect to a Drag-Along Sale by the giving written notice (the “Drag-Along Notice”) to each Shareholder that is not an Approving Shareholder (each, a “Dragged Shareholder”) and the Company setting forth the terms of the proposed Drag-Along Sale.

• Notwithstanding the foregoing provisions of this Section 1.6, the Remaining Shareholders shall not be obligated to vote, consent and/or sell their Shares in connection with any such Acquisition Transaction or Sale of Assets to the extent that all of the Approving Shareholders do not also do so with respect to all of the applicable class or series of Shares held by them.

• The Approving Shareholders shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed sale under Section 4.7 and the terms and conditions thereof.

More Definitions of Approving Shareholders

Approving Shareholders has the meaning ascribed to it in Section 5.2(a) of this Agreement.

Approving Shareholders has the meaning given in Section 11.1; “Arbitration Tribunal” has the meaning given in Section 14.1(b); “Asset Sale” means: (a) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by any Fit Group Company of all or substantially all of the 2

Approving Shareholders means the approval of (i) the holders of a majority of the then outstanding Ordinary Shares, (ii) the Series C Supermajority (voting separately as a single class on an as-converted basis), and (iii) (A) if any Change of Control would result in aggregate Proceeds of less than US$130 million, any Approved Transaction that is an initial public offering would not qualify as a Qualified IPO, any Approved Transaction that is a financing transaction would be at a price per share less than the Series C Preferred Share Issue Price or be led by any affiliate of a holder of Series C Preferred Shares or any transaction where the Junior Preferred Sale Conditions (as defined below) are not met, the Junior Preferred Majority, or (B) if any Change of Control would result in aggregate Proceeds of at least US$130 million, any Approved Transaction that is an initial public offering would qualify as a Qualified IPO, or any Approved Transaction that is a financing transaction (which is not led by any affiliate of a holder of Series C Preferred Shares) would be at a price per share of at least the Series C Preferred Share Issue Price, the holders of a majority of the then outstanding Preferred Shares (voting together as a single class on an as-converted basis). “Proceeds” shall mean the funds received from a transaction that is distributed or available to be distributed to the shareholders of the Company, excluding any contingent or deferred payments (other than payments funded to an escrow or retained as part of a holdback).

Approving Shareholders means the holders of 80% or more of the issued and outstanding Common Shares on the record date applicable for purposes of determining the Common Shareholders entitled to consent to the approval of this Agreement and the Transactions in accordance with the NJBCA, the Shareholders Agreement, the Shareholder Support Agreement and the Organizational Documents of the Company, including in any case, each Shareholder that delivered a Support Agreement pursuant hereto.

Approving Shareholders as defined in Section 11.1.