Associated Undertakings definition
Examples of Associated Undertakings in a sentence
The shares or other interests held by any Group Company in the capital of any Subsidiary Undertakings or Associated Undertakings of the Company are legally and beneficially owned free from all Encumbrances and are fully paid up.
Subject to clause 2.1, this Agreement shall continue from the Effective Date until such time as Mount Sinai and its Associated Undertakings together cease to hold as beneficial owner any Ordinary Shares, whereupon this Agreement shall terminate automatically with immediate effect, without prejudice to any rights and obligations that have accrued under it prior to termination, or it is terminated in accordance with clause 2.3.
None of the assets or rights of any Group Member (excluding the Associated Undertakings) is subject to any Encumbrance except Permitted Encumbrances.
For the avoidance of doubt, the exercise by A&B (HK), CMS, any CMS Concert Party Member or their Associated Undertakings of their voting rights solely for the purpose of maintaining the level of their shareholding in the Company (expressed as a percentage of the nominal value of the ordinary (or other voting) share capital of the Company) shall not be considered to be a conflict of interest.
For so long as Mount Sinai and its Associated Undertakings together hold as beneficial owner at least the Mount Sinai Minimum Shareholding, whether or not there is a Mount Sinai Director appointed to the Board, Mount Sinai may appoint (by notice in writing to the Company) an individual to attend meetings of the Board and any sub-committee meetings of the Board (an “Observer”).
For the avoidance of doubt, the exercise by Mount Sinai or its Associated Undertakings of their voting rights solely for the purpose of maintaining the level of their shareholding in the Company (expressed as a percentage of the nominal value of the ordinary (or other voting) share capital of the Company) shall not be considered to be a conflict of interest.
For so long as the Company’s Ordinary Shares are admitted to trading on AIM, Mount Sinai will only be entitled to exercise this right at any time when it and its Associated Undertakings together hold as beneficial owner at least the Mount Sinai Minimum Shareholding.
It is acknowledged and agreed that the appointment of any person as a Director who is employed by or otherwise associated with Mount Sinai or any of its Associated Undertakings and who is not appointed by Mount Sinai as a Mount Sinai Director pursuant to this clause 4 shall not constitute such person as a Mount Sinai Director or affect Mount Sinai’s right to appoint a Director under this clause 4.
At any annual general meeting of the Company, the CMS Concert Party Members and their Associated Undertakings undertake to exercise their Voting Rights in favour of a resolution for the routine reappointment of any Independent Director.
Any Advances to be drawn down shall only be available for drawing hereunder if they are applied for general corporate purposes of the Borrower and the other Group Members (except for Associated Undertakings) except in relation to any amounts to be drawn from a part of the Commitments suspended under Clause 5.5 (Mandatory Prepayment on sale or loss of certain Secured Assets) which may only be drawn for the purposes and upon the conditions specified therein.