Cinven definition
Examples of Cinven in a sentence
Each Cinven Shareholder shall be severally liable for its obligations under this Agreement and any breach of any of such obligations (and not jointly and severally liable).
Concordia shall issue a press release as soon as practicable after the signing of this Agreement, which press release shall be satisfactory in form and substance to the Cinven, acting reasonably and in a timely manner having regards to Concordia’s obligations under applicable Securities Laws.
Cinven shall file an early warning report as soon as practicable after the signing of this Agreement, and, in any event, within the time required by applicable securities laws, which shall be satisfactory in form and substance to Concordia, acting reasonably and in a timely manner having regard to Cinven’s obligations under applicable Securities Laws.
Cinven may request that Concordia remove a Person from Schedule A if Cinven reasonably believes that the Person is no longer an Activist Investor, in which case Concordia will remove such Person from Schedule A if Concordia in good faith determines based on publicly-available information that such Person no longer meets the requirements of clause (a) of the definition of “Activist Investor”.
A breach of this Article 4 by any Controlled Affiliate shall be deemed a breach by such Cinven Shareholder of this Article 4.
Upon the written request of Concordia, each of the Cinven Shareholders hereby agrees to use reasonable best efforts to take, and to cause to be taken, such further action and execute such other instruments as may be reasonably necessary to effect and carry out the intent of this Section 3.1(b).
Notwithstanding the foregoing, the Cinven Shareholders shall not be deemed to have breached their obligations under this Section 2.4 with respect to a Transfer of Shares to any Person provided that such Transfer is not specifically directed by any Cinven Shareholder to be made to a particular counterparty or counterparties and no Cinven Shareholder reasonably believes after reasonable enquiry, as of the date of such Transfer, that the Transfer is or will be to any Concordia Competitor or Activist Investor.
Notwithstanding the obligations set forth in Section 2.1(i) above, in the event that the Cinven Stockholders hold less than (a) 40% but greater than or equal to 25% of the Voting Shares of the Company then outstanding, ▇▇.
No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by Concordia and Cinven on behalf of the Cinven Shareholders or, in the case of a waiver, by the Party against whom enforcement of any such waived provision is sought.
Notwithstanding anything to the contrary contained herein, Concordia, in its sole and absolute discretion, may at any time agree in writing to waive or permit or consent to any Transfer of Shares by a Cinven Shareholder to the extent such Transfer would otherwise be restricted pursuant to the terms of this Agreement, subject to such conditions, if any, as Concordia and Cinven may agree upon in writing.