Shareholder Exit definition

Shareholder Exit means the earlier to occur of (i) the time, after the Closing Date, when less than two Persons (other than the JVC and AUO Taiwan) who are parties to this Agreement or otherwise bound by its provisions beneficially own any Shares and (ii) the liquidation or dissolution of the JVC.
View Source
Shareholder Exit means the earlier to occur of (i) the time, after the Closing Date, when less than two Persons (other than the JVC and AUO Taiwan) who are parties to this Agreement or otherwise bound by its provisions beneficially own any Shares and (ii) the liquidation or dissolution of the JVC. 1.86 “Shares” shall mean ordinary shares of the JVC with the par value of RM1.00 per share. 1.87 “Solar Cells” shall mean flat plate solar cells using high-efficiency backside-contact, back-junction technology. 1.88 “SPTL” has the meaning given to it in the preamble of this Agreement. 7 1.89 “SPTL Subscription Agreement” has the meaning given to it in Section 2.4(a) of this Agreement. 1.90 “SPTL Supply Agreement” has the meaning given to it in Section 6.2(a)(v) of this Agreement. 1.91 “Step-In Notice” has the meaning given to it in Section 8.14 of this Agreement. 1.92 “Step-In Objection Notice” has the meaning given to it in Section 8.14 of this Agreement. 1.93 “Straddle Period” has the meaning given to it in Section 11.6 of this Agreement. 1.94 “Tax” or, collectively, “Taxes” shall mean any and all federal, provincial, state, local and other taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts, and any obligations with respect to such amounts arising as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or under any agreements or arrangements with any other Person and including any liability for taxes of a predecessor or transferor entity. 1.95 “Tax Matter” has the meaning given to it in Section 11.8 of this Agreement. 1.96 “Taxing Authority” shall mean any Governmental Authority responsible for the imposition of any Tax. 1.97 “Tax Return” shall mean any return, statement, declaration, notice, certificate or other document that is or has been filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any applicable Law related to any Tax. 1.98 “Teleconferencing” has the mean...
View Source

Related to Shareholder Exit

  • Shareholder-Employee means a Participant who owns more than five percent (5%) of the Employer's outstanding capital stock during any year in which the Employer elected to be taxed as a Small Business Corporation under the applicable Code Section.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Management Shareholders means ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇;