Assigning Shareholder definition

Assigning Shareholder means any of the Parties that intends to directly or indirectly transfer to a third party its Shares, as defined in Clause 7.4;
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Examples of Assigning Shareholder in a sentence

  • The Promise of Assignment and Voting Agreements and the Backstop Agreement are in full force and effect, without material breach thereof by any Assigning Shareholder.

  • Upon the delivery at the closing by the Transferee of the purchase price, in cash, to be delivered in payment for such Shares Disposed of pursuant to the Contract Terms, the Assigning Shareholder shall execute and deliver to the Transferee certificates representing the Shares Disposed of and all such assignments and other instruments which may reasonably be required to evidence and cause such Disposition to be a valid, binding and legally enforceable Disposition of such Shares to the Transferee.

  • Therefore, they will not contribute to the understanding of judicial independence in EU law.

  • Each of the Assigning Shareholders represents and warrants that the persons signing on its behalf has legal capacity and full and effective power and authority to bind such Assigning Shareholder as provided in this Agreement.

  • Such Offer Notice shall be an irrevocable offer by the Assigning Shareholder to sell to the Non-Assigning Shareholder all, and no less than all, Shares to be Transferred, at the price and under the terms established in the Offer Notice.

  • The execution of this Agreement, the assignment and transfer of Assigned Preemptive Rights and the execution of any document, instrument, instruction or agreement related with the execution and/or performance of this Agreement constitute valid and binding obligations of each Assigning Shareholder, enforceable against such Party in accordance with the terms hereof.

  • IV.1.1. Notification of the Securities Transfer Each Assigning Shareholder must, concomitantly, notify each and every Shareholder, copied to the Company, of any planned Assignment relating to the Securities that belong to him ("Initial Notification").

  • If these conditions cannot be met, the Assigning Shareholder shall refrain from completing the Transfer to the Proposed Assign, and any limitations to the Transfer and the Follow-Up Right (as defined below) contained in this Shareholder Agreement shall be applicable to the Assigning Shareholder again.

  • If the offer made by the Proposed Assign is not irrevocable and binding, the Assigning Shareholder shall reject the offer, without activating the procedure under this section 5.3. The offer of the Proposed Assign may only be a purchase and sale for a monetary price.

Related to Assigning Shareholder

  • Transferring Shareholder has the meaning set out in Section 6.1;

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Company Shareholder means a holder of one or more Company Shares;

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Major Stockholder means any such Person.

  • Founder means, in respect of an issuer, a person who,

  • Existing Shareholders has the meaning set forth in the preamble.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Controlling Shareholder means any shareholder owning more than fifty

  • Major Shareholder means a shareholder who directly or indirectly holds 10% or more of the voting rights.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Preferred Shareholder means any holder of the Preferred Shares.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Soliciting Shareholder means, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;