Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).
Legal Opinions has the meaning given to that term in subsection 6.1(k)(ii) hereto;
Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.
Company U.S. Counsel means XxXxxxxxx Will & Xxxxx LLP, with offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.
Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.
Shareholder Agreement has the meaning set forth in the Recitals.
unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.
Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.
Opinion means an opinion from Company’s independent legal counsel, in the form attached as Exhibit E or in such other form agreed upon by the parties, to be delivered in connection with the Commitment Closing and any Tranche Closing.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Withdrawal Opinion of Counsel has the meaning assigned to such term in Section 11.1(b).
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Beneficial Shareholders means holders of our Shares that do not hold our Shares in their own name, but instead, whose Shares are held on the Record Date by a bank, trust company, securities broker or other nominee.
Independent Shareholders means holders of Voting Shares, other than:
Tax Counsel shall have the meaning set forth in Section 6.2 hereof.
Shareholders’ Representative has the meaning set forth in the Preamble.
Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.
Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.
Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.
Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.
Preferred Shareholders means the holders of Preferred Shares.
Co-Lead Counsel means the firms of Xxxxxx Xxxxxxx LLP, and Xxxxxxxxxx Xxxxxxx LLP.
Company Stockholders means the holders of shares of Company Capital Stock.
Stockholders’ Representative has the meaning set forth in the Preamble.