Such Shareholder definition

Such Shareholder s notice shall set forth (i) as to each individual whom the Shareholder proposes to nominate for election or reelection as a Trustee, (A) the name, age, business address and residence address of such individual, (B) the class, Series and number of any Shares of the Trust that are beneficially owned by such individual, (C) the date such Shares were acquired and the investment intent of such acquisition, (D) whether such Shareholder believes any such individual is, or is not, an "interested person" of the Trust, as defined in the 1940 Act and information regarding such individual that is sufficient, in the discretion of the Trustees or any authorized officer of the Trust, to make such determination and (E) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of Trustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (including such individual's written consent to being named in the proxy statement as a nominee and to serving as a Trustee if elected); (ii) as to any other business that the Shareholder proposes to bring before the meeting, a description of such business, the reasons for proposing such business at the meeting and any material interest in such business of such Shareholder and any Shareholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the Shareholder and the Shareholder Associated Person therefrom; (iii) as to the Shareholder giving the notice and any Shareholder Associated Person, the class, Series and number of all Shares which are owned by such Shareholder and by such Shareholder Associated Person, if any, and the nominee holder for, and number of, Shares owned beneficially but not of record by such Shareholder and by any such Shareholder Associated Person; (iv) as to the Shareholder giving the notice and any Shareholder Associated Person covered by clauses (ii) or (iii) of this paragraph of this Section, the name and address of such Shareholder, as they appear on the Trust's share ledger and current name and address, if different, and of such Shareholder Associated Person; and (v) to the extent known by the Shareholder giving the notice, the name and address of any other Shareholder supporting the nominee for election or reelection as a Trustee ...
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Such Shareholder has a preexisting business relationship with Buyer and its officers and directors. Such Shareholder is generally familiar with the business and affairs of Buyer and has discussed Buyer and its plans, operations and financial condition with one or more of the officers or directors of Buyer. DISCLOSURE/LEGEND. Buyer has disclosed to such Shareholder that: the sale of the Buyer Shares has not been registered under the Securities Act, or qualified under the securities laws of any state and the Buyer Shares must be held indefinitely unless a sale or transfer of the Buyer Shares is subsequently registered under the Securities Act and qualified under applicable state securities laws or exemptions therefrom are available; and any certificate representing the Buyer Shares will bear the following legend restricting transfer: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH." RULE 144. Such Shareholder understands that in addition to the restrictions described above: (a) the shares which constitute the Buyer Shares are restricted securities within the meaning of Rule 144 promulgated under the Securities Act; (b) exemption from registration under Rule 144 will not be available in any event for at least one year from the date of sale of the Buyer Shares to the Shareholders, and even then, Rule 144 will not be available unless: (i) a public trading market then exists for the Buyer Shares, (ii) adequate information concerning Buyer is then available to the public, and (iii) the other terms and conditions of Rule 144 are met; and (c) any unregistered sale of the Buyer Shares may be made by the Shareholders only in accordance with the terms and conditions of Rule 144, or other applicable exemption under the Act.
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Such Shareholder understands that Issuer may maintain a "stop transfer order" against the Shares for the purpose of ensuring compliance with applicable securities laws. Issuer shall not be required (a) to transfer or have transferred on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as an owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred in violation of any provision of this Agreement. Issuer agrees that such stop transfer instructions and legends will be promptly removed
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Examples of Such Shareholder in a sentence

  • Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof.

  • Such Shareholder has the right, power, authority and capacity to execute and deliver this Agreement and each of the Transaction Documents to which such Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which such Shareholder is a party, and to perform such Shareholder's obligations under this Agreement and each of the Transaction Documents to which such Shareholder is a party.

  • Such Shareholder has the legal capacity, power and authority to enter into and perform all of such Shareholder's obligations under this Agreement.

  • Such Shareholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other transactions contemplated thereby.

  • Such Shareholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

  • Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

  • Such Shareholder has the right, power, authority and capacity to execute and deliver this Agreement and each of the Transaction Documents to which such Shareholder is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which such Shareholder is a party, and to perform such Shareholder’s obligations under this Agreement and each of the Transaction Documents to which such Shareholder is a party.

  • Such Shareholder owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to the Acquiror Company pursuant to this Agreement, such Shareholder’s Shares free and clear of any and all Liens.

  • Such Shareholder owns, of record and beneficially, and has good, valid and indefeasible title to and the right to transfer to the Acquiror pursuant to this Agreement, such Shareholder's Shares free and clear of any and all Liens.

  • Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked.