BHCA Shareholder definition
Examples of BHCA Shareholder in a sentence
Such underwriting actions may include the purchase by the Company or, without objection from the Company and to the extent any other shareholder agrees, by any other shareholder of the Company those shares of Ordinary Stock that exceed the BHCA Limit at a fair market value to be agreed by the BHCA Shareholder and all other parties to such sale, such agreement not to be unreasonably withheld by any party to such sale.
Upon the admission of a new shareholder, the exit of an existing shareholder or any other event that causes a change in the relative voting interests of the shareholders, the Company must promptly recalculate the voting interests of shares of Ordinary Stock held by the BHCA Shareholder (in the aggregate, including with any of its BHCA affiliates) so as to comply with the obligations included in this subsection 3.3.5.
In the event the BHCA Shareholder’s shares (together with the shares of any of the BHCA Shareholder’s BHCA affiliates) exceed the BHCA Total Equity Cap, the Company will use its commercially reasonable efforts to enable the BHCA Shareholder to include the shares of Ordinary Stock exceeding the BHCA Total Equity Cap in the underwriting necessary so that the BHCA Shareholder is in compliance with the BHCA Total Equity Cap requirement.
Such underwriting actions may include the purchase by the Company or, without objection from the Company and to the extent any other shareholder agrees, by any other shareholder those shares that exceed the BHCA Total Equity Cap at a fair market value to be agreed by the BHCA Shareholder and all other parties to such sale, such agreement not to be unreasonably withheld by any party to such sale.
The Company agrees to take all actions reasonably necessary to ensure that the BHCA Shareholder does not “control” the Company within the meaning of the BHCA.
For purposes of this Agreement, “BHCA Shareholder” means any holder of capital stock of the Company that has provided written notice to the Company of its election to be treated as a BHCA Shareholder for purposes of Section 3.11 of the Certificate of Incorporation.
The Company shall cooperate in good faith with each BHCA Shareholder in order to avoid such BHCA Shareholder being deemed to be in control of the Company or any successor to the Company (or being required to divest all or any portion of the shares of capital stock of the Company held by such BHCA Shareholder).