Key shareholder definition
Examples of Key shareholder in a sentence
The Key Shareholder shall, and shall cause its applicable Affiliate to, execute and deliver such further instruments of conveyance and transfer, and take such other actions, as the Company may reasonably request to vest in the Company (or its designee) full right, title and interest in and to each Business Asset.
If bifurcation and partial assignment are not possible or consent is withheld, the Key Shareholder shall cause the applicable Affiliate to grant to the Company an exclusive sublicense or sub-contract of all of its rights under the Shared Contract to the extent they relate to the Product or the Business.
Each of the Company and the Key Shareholder agrees to (A) notify SPAC promptly upon, and in any event within 48 hours of, receipt of any Company Acquisition Proposal, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep SPAC reasonably informed on a current basis of any modifications to such offer or information.
The Key Shareholder shall, and shall cause each of its Affiliates to, take all further actions and execute and deliver all further instruments and documents as are reasonably necessary to ensure that, as of the Closing Date, all material assets, rights and properties necessary for the Exploitation of the Product are owned or exclusively licensed by the Company, free and clear of all Liens other than Permitted Liens, and that no such material asset is held by any Person other than a Group Company.
The Company and the Key Shareholder shall have delivered to SPAC a certificate signed by the chief executive officer of the Company and the chief executive officer of the Key Shareholder, dated as of the Closing Date, certifying that the conditions specified in Section 10.2(a), Section 10.2(b), Section 10.2(c) and Section 10.2(f) have been fulfilled.