Shareholder Breach definition

Shareholder Breach shall have the meaning ascribed to such term in Section 4.2(a).
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Shareholder Breach is defined in Section 9.2.
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Examples of Shareholder Breach in a sentence

  • The provisions of Section 6.1 shall terminate on the earlier of (a) the date of a Designated Shareholder Breach and (b) the date on which the Standstill Period terminates pursuant to Section 2.1(i).

  • The registration rights granted to Shareholder pursuant to this Article 5 shall terminate immediately at such time as Shareholder owns Voting Securities having a Voting Power of less than three and one half percent (3.5%) of the Total Voting Power or if there is a Designated Shareholder Breach.

  • The Selling Shareholder making a claim under this Article 9 shall have a continuing obligation and duty to the Purchaser to deliver a true, accurate and complete copy of the Selling Shareholder Breach Period Tax Return and any and all amendments, modifications, supplements and/or modification of the Selling Shareholder Breach Period Tax Return to the Purchaser within ten (10) days after such amendment, modification, supplement and/or modification is submitted to the appropriate authority or agency.

  • No individual Shareholder Breach relating to a General Matter shall be taken into account in determining whether the General Basket Amount is exceeded unless the Damages attributable to such individual Shareholder Breach equal or exceed $25,000, in which case all of such Damages attributable to such individual Shareholder Breach shall be so taken into account.

  • Upon the occurrence of a Shareholder Breach Event, BNYM may issue a Breach Notice and terminate the Agreement in accordance with this Section 13.

  • No claim for the recovery of Indemnifiable Damages based upon a Shareholder Breach of Warranty Claim or a Purchaser Breach of Warranty Claim may be asserted by any party against the other party after such representations and warranties shall thus expire; provided, however, that good faith claims for Indemnifiable Damages first asserted in writing by the Indemnified Party to the Indemnifying Party (as defined below) as provided in Section 7.2 within the applicable period shall not thereafter be barred.

  • Upon a BNN Breach the Acquired Company Shareholders shall receive additional BNN shares as determined herein and upon an Acquired Company Shareholder Breach the Acquired Company Shareholders shall surrender such number of BNN shares as determined hereafter.

  • Notwithstanding the foregoing, the Standstill Period shall not terminate if, at the time the Standstill Period would otherwise have terminated in accordance with clause (i) through (viii) above, Shareholder is in material breach of the provisions of Sections 3.1, 3.2, 3.3 or 4.1 of this Agreement (a "Designated Shareholder Breach").

  • Tax benefits will be deemed "actually received" for purposes of this paragraph upon the Selling Shareholder's filing of its Tax Return covering the period during which the Breach occurred (the "Selling Shareholder Breach Period Tax Return").

  • No Target Shareholder shall have any liability under this Section 7 with respect to any Individual Shareholder Breach by any other Target Shareholder.

Related to Shareholder Breach

  • Major Breach means a breach of:

  • Minor Breach means a delay or non-performance by either Party of its obligations under the Agreement which does not materially, adversely or substantially affect the performance or delivery of the Service or the provision of a safe, healthy and supportive learning environment;

  • Serious Breach means any breach defined as a Serious Breach in the Agreement or any breach or breaches which adversely, materially or substantially affect the performance or delivery of the Services or compliance with the terms and conditions of the Agreement or the provision of a safe, healthy and supportive learning environment or a breach of security that adversely affects the Personal Data or privacy of an individual. Failure to comply with Law, or actions or omissions by the Provider that endanger the Health or Safety of Learners, Provider Personnel, and all other persons including members of the public would constitute a Serious Breach;

  • Defaulting Shareholder has the meaning set out in clause 16.7;

  • Non-Breaching Party has the meaning set forth in Section 13.2(a).