Leaving Shareholder definition

Leaving Shareholder an employee or Director of a Group member who ceases for whatever reason to be an employee or Director of a Group member without remaining or becoming an employee or Director of any other Group member (as the case may be) or is declared bankrupt, and any Related Person to whom Shares have been transferred pursuant to any of clause 14, or any nominee holder of such person;

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Leaving Shareholder means an employee or director of a member of the Group who ceases for whatever reason to be an employee or director of a member of the Group without remaining or becoming an employee or director of any other member of the Group (as the case may be) or is declared bankrupt or, whilst remaining an employee, becomes eligible for benefits under a permanent health insurance policy, and any Related Holder, or any nominee holder of such person; “Liquidity Proportion” means (a) a party’s Cash Proportion plus (b) the product of: (i) the sum of (x) such person’s Stock Proportion and (y) such person’s Preferred Proportion and (ii) such person’s Post Closing Sale Proportion; “Lock-up” means the restriction on selling Shares to be applicable to the Investor and each Manager immediately following Closing pursuant to the Shareholders Agreement, on the terms and subject to the exceptions set out therein; “Lock-up Period” means the period of time for which the Lock-up applies; “LP Distribution” means a direct or indirect distribution by the Investor to its direct or indirect limited partners or shareholders, other than any such distribution which constitutes an Excluded Transfer; “Management Representative” means any person appointed by the Managers holding a majority of the Shares as management representative from time to time who shall be entitled to remove any such person and to appoint another person in his place. The first Management Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇; “Manager Sell-Down Shares” has the meaning given in Clause 6.7.1; “Managers” means any person that enters into a Deed of Adherence in the capacity of a Manager and a “Manager” means any one of them; “Merger Agreement” has the meaning given in the recitals; “Misconduct” means any of: (a) the committing of any act of misconduct warranting summary termination at common law; (b) any breach by an employee of the obligation of trust and confidence to his employer; (c) the committing of any serious or persistent breach or non-observance or non- performance of any of the terms, conditions or stipulations contained in the individual’s Service Agreement or the rules of any applicable regulatory authority;

Leaving Shareholder has the meaning set forth in Section 8.1.1.

Examples of Leaving Shareholder in a sentence

• If the Company does not deliver a Leaver Notice on the Leaving Shareholder within the Leaver Option Period, the provisions of this Clause 7.1 shall no longer apply to such Leaving Shareholder.

• Any dispute as to the price to be paid for the Transfer Shares shall not invalidate any Transfer Notice served or deemed to be served under this Clause 7.1 and the Leaving Shareholder shall remain bound to transfer his Transfer Shares.

• If a Party ceases to be a shareholder in accordance with the terms of the JVA (“Leaving Shareholder”), the remaining shareholder(s) will in proportion to their shareholdings, indemnify the Leaving Shareholder against any liabilities referred to in this clause which arise after the Leaving Shareholder ceases to be a shareholder and the remaining shareholders will use their collective best endeavours to have the Leaving Shareholder released from any liability under this clause.

• For the avoidance of doubt, a Good Leaver shall not be subject to compulsory sale provisions in this Section 7 (Leaving Shareholder Provisions) and they shall continue to be entitled to sell their Shares in accordance with the terms of this Agreement on the same terms as the remaining Managers.

• If a Manager becomes a Leaving Shareholder, the Board shall within 60 Business Days of the Cessation Date, unless the A Investor Majority consents in writing to the contrary, deliver a Leaver Notice on the Leaving Shareholder and the Leaving Shareholder shall be bound to transfer the Transfer Shares specified in the Leaver Notice and shall be deemed to have served a Transfer Notice on the Cessation Date offering to transfer such Shares to the person(s) and at the price(s) specified in the Leaver Notice.

• A Leaving Shareholder or Former Employee upon whom a Leaver Notice is not served as a result of a determination of an A Investor Majority consent shall retain all the rights of, and rank pari passu with, the other holders of the same class of shares.

• Clauses 7.2 to 7.15 inclusive describe the mechanics of transfer and the relevant valuation at which a transfer pursuant to this Clause 7.1 will be effected (if a Leaver Notice is delivered on the Leaving Shareholder).