Solid Shares definition
Examples of Solid Shares in a sentence
In the event that Blue does not transfer its Solid Shares pursuant to the right of first offer, put or call provisions of this Section 3(d), all provisions of this Shareholders Agreement (including Section 3(d) in the event of disagreements with respect to two additional Significant Matters) shall continue to apply.
At any time this Shareholders Agreement is in effect, Blue will give Solid reasonable prior notice of any acquisition of Solid Shares by Blue, any of its Affiliates or any group of which Blue or any such Affiliate is a member.
Solid Shares owned by Lion or a Subsidiary of Lion may be Transferred by Lion or such Subsidiary, as the case may be, to any Subsidiary of Lion, or in the case of Solid Shares issued to or owned or held by such Subsidiary, to Lion, provided that (i) written notice of such Transfer is given to Blue by Lion and (ii) such transferee agrees to be bound by all the terms and provisions of this Shareholders Agreement applicable to Lion.
The Principals further agree that the Board will establish a "Strategic Committee" of the Board made up of two members of the Board designated by Lion, one member of the Board designated by the Chief Executive Officer of Solid and, for so long as Blue owns at least 10% of the outstanding Solid Shares (but subject to Section 2(h)), one member of the Board who is a Blue Nominee.
The Principals agree that neither they nor any of their respective Affiliates shall effect purchases of Solid Shares during the 20 trading days prior to any date upon which Market Value is determined pursuant to this Shareholders Agreement.
In the event that Blue directly or indirectly owns or acquires any Solid Shares in violation of this Shareholders Agreement, such Solid Shares shall immediately be disposed of to Persons who are not Affiliates of Blue (but only in compliance with the provisions of this Shareholders Agreement relating to Transfers of Solid Shares); provided, however, that Lion may also pursue any other available remedy to which it may be entitled as a result of such violation.
Notwithstanding the foregoing, Lion shall not have any obligation to support the nomination, recommendation or election of any Blue Nominee pursuant to this Section 2(a) if Blue has acquired any Solid Shares in violation of the terms of this Shareholders Agreement or otherwise materially breached its obligations hereunder.
In the event that Blue does not transfer its Solid Shares pursuant to the right of first offer provisions of this Section 3(d) within 90 days of such notice, all provisions of this Shareholders Agreement (including Section 3(d)) shall continue to apply.
The Principals agree that, during the term of this Shareholders Agreement, they will vote their respective Solid Shares at any meeting of shareholders of Solid at which directors are to be elected for the number of Blue Nominees, if any, necessary so that following such election of directors not fewer than the Minimum Number of Blue Nominees are serving on the Board.
The provisions of Section 3(b) and 3(c) shall be deemed not to apply to any pledge or mortgage by Blue or any Subsidiary thereof of the Solid Shares owned or held by it if such pledge or mortgage is required or provided for under the terms of any mortgage, trust, indenture or other agreement which provides that any Transfer of Solid Shares by the pledgee or mortgagee shall be governed by the provisions of Sections 3(b) and 3(c) of this Shareholders Agreement.