Exiting Shareholder definition

Exiting Shareholder has the meaning set out in clause 16.1(A) (ROFO);

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Exiting Shareholder shall have the meaning ascribed thereto in Section 8.2(a).

Exiting Shareholder means Cosan or Shell, as applicable, after Cosan or Shell, as applicable, has ceased to be a Shareholder of the relevant JV Entity.

Examples of Exiting Shareholder in a sentence

• If no such notice is served by an Exiting Shareholder on the PCO within twenty (20) Business Days of that Exiting Shareholder being notified by the PCO of the RoL's calculation of its Mandatory Transfer Price, the PCO shall notify the RoL of such fact and the Mandatory Transfer Price for that Exiting Shareholder shall be deemed to be the RoL's calculation thereof.

• The Exiting Shareholder (or the other MFG Shareholder, if applicable) is deemed to warrant to the acquirer of its Shares that it will transfer the Shares with good title and free from any security interests.

• MFG will be deemed to warrant to the Exiting Shareholder (or the other MFG Shareholder, if applicable) that it will transfer the relevant assets under the applicable Parcel with good title and free from any security interests.

• The Exiting Shareholder has the right and authority to transfer freely her right, title and interest in the Share Consideration.

• Adamant acknowledges and agrees that the Exiting Shareholder has not made, nor is she making, any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth herein.

• Exiting Shareholder hereby assigns and transfers to Adamant, free and clear of all liens, claims and encumbrances the 3,000,000 shares constituting the Share Consideration and confirms that she no longer has any right title or interest in such 3,000,000 shares.

• Upon delivery of any certificate or certificates or instrument of assignment duly signed, representing the same as herein contemplated and/or upon registering Exiting Shareholder or its designee as the new owner of the RF Shares in the records maintained by Real Fortune Mining, the Exiting Shareholder or its designee will receive good title to the RF Shares, free and clear of all Liens.

• If all or any part of the consideration for the ROFO Shares comprises shares in the Ultimate Parent of the Non-Exiting Shareholder, the Non-Exiting Shareholder may elect to satisfy some or all of the non-cash consideration for the ROFO Shares in cash on completion of such transfer and, if it makes such election, the cash amount due shall be calculated based on the Share VWAP on the date the Exiting Shareholder accepted the ROFO Offer pursuant to this clause 16.1(F).

• Adamant hereby assigns, transfers and delivers to the Exiting Shareholder, all right, title and interest in the outstanding capital stock of Real Fortune Mining, and acknowledges that as a consequence of such transfer, the Exiting Shareholder is the indirect beneficial owner of the outstanding equity of Real Fortune Holdings and all of the outstanding equity in Tongda.

• Following exercise of the Call Option, (A) the Exiting Shareholder shall be required to sell, and the Calling Shareholder shall be required to purchase, the Callable Shares at a price equal to the Call Price, in accordance with Section 12.3(d) and (B) the Exiting Shareholder shall not be permitted to Transfer any Shares pursuant to Article XI.

More Definitions of Exiting Shareholder

Exiting Shareholder has the meaning set forth in Section 8.1(a)(ii).

Exiting Shareholder has the meaning given to it in Clause 20.2.1 (Termination for a

Exiting Shareholder has the meaning set out in clause 16.1(A) (ROFO); “EU IFRS” means international accounting standards (as defined in Article 2 of Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards), as adopted by the European Union; “EU Merger Regulation” means Council Regulation (EC) No. 139/2004; “Financial Adviser” has the meaning set out in clause 19.1(D) (IPO Notice); “Financial Indebtedness” means, without double counting, indebtedness in respect of: (i) money borrowed or raised and debit balances at banks or other financial institutions; (ii) any bond, note, loan stock, debenture or 15 similar debt instrument; (iii) Vendor Financing and Related Arrangements; (iv) obligations under Leases; (v) acceptance or documentary credit facilities; and (vi) guarantees in respect of indebtedness of any person falling within any of paragraphs (i) to (v) above, provided that the following shall not be regarded as Financial Indebtedness: (a) indebtedness which has been cash- collateralised to the extent so cash- collateralised; (b) any obligations to make payments in relation to earn outs; (c) any pension obligations or any obligations under employee plans or employment agreements; (d) receivables sold or discounted, whether recourse or non-recourse, including for the avoidance of doubt any indebtedness in respect of an asset securitisation programme or receivables factoring or discounting transaction, or its equivalent in each case, and any related credit support; (e) any liabilities or payments for assets acquired or services supplied which are deferred other than Vendor Financing and Related Arrangements; (f) any deposits or prepayments received by any member of the Company’s Group from a customer or subscriber for its service and any other deferred or prepaid 16 revenue; (g) indebtedness which is in the nature of equity (other than shares which are redeemable by the holder of such shares) or equity derivatives; (h) any parallel debt obligations to the extent such obligations mirror other Financial Indebtedness; (i) obligations owed by one member of the Company’s Group to another member of the Company’s Group; (j) any Shareholder Loan; (k) mark to market fluctuations in respect of interest rate and foreign exchange hedging arrangements since the original date on which such hedging arrangements were consummated; (l) indebtedness attributable to minority interests on a proportionate b...

Exiting Shareholder has the meaning given to that term in clause 3.8 (and includes any nominee of the Exiting Shareholder, where the context requires).

Exiting Shareholder has the meaning set out in Clause 5.2(b).