Topco Shareholders' Agreement definition

Topco Shareholders' Agreement means the shareholders' agreement relating to Topco entered into on 27 June 2022;
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Topco Shareholders' Agreement the shareholders’ agreement to be entered into between Nordic Holdco and the Rollover Shareholders in relation to their respective shareholdings in Topco;
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Topco Shareholders' Agreement the Topco Shareholders Agreement in the agreed form to be entered into between, inter alia, Lagardere and Sogepa at Closing;
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Examples of Topco Shareholders' Agreement in a sentence

  • The courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Topco Shareholders' Agreement or the Rollover Securities Shareholders' Agreement and accordingly any proceedings arising out of or in connection with such agreements shall be brought in such courts.

  • The Topco Shareholders' Agreement, the Rollover Securities Shareholders' Agreement and any non-contractual obligations arising out of or in connection with them will be governed by English law.

  • For these purposes, the expression "pro rata" shall mean the proportion that the Topco A Shares transferred by Nordic Holdco and/or its associates bears to the total direct or indirect holdings of Topco A Shares.Governing law and jurisdictionThe Topco Shareholders' Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

  • Set out below is a summary of the proposed provisions of the Topco Shareholders' Agreement, the Rollover Securities Shareholders' Agreement and the Topco Articles governing the terms on which eligible CareTech Shareholders who elect for the Partial Alternative Offer will hold interests in Rollover Securities.

  • Bidco and Topco reserve the right to treat email addresses previously given to ADVANZ PHARMA or the Registrar by ADVANZ PHARMA Shareholders who wish to elect for the Alternative Offer as the addresses for notices under the terms of the Topco Shareholders Agreement.

  • The courts of England have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Topco Shareholders' Agreement and accordingly any proceedings arising out of or in connection with the Topco Shareholders' Agreement shall be brought in such courts.

  • The Topco Shareholders' Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

  • Risk factors and other investment considerations Eligible Ergomed Shareholders who elect for the Partial Securities Alternative will, pursuant to a power of attorney to be included in the Form of Election and/or the Scheme, deliver a fully executed deed of adherence pursuant to which they will be bound by the Topco Shareholders' Agreement.

  • Terms of the Holdco Shareholders' Agreement, the Topco Shareholders' Agreement and the Tender Agreement will, to the extent they fall within the scope of article 122 of the Consolidated Law on Finance, be notified to the appropriate regulatory authorities and the market, in the manner and at the times indicated for such disclosure by the law and regulations in force.

  • The share capital of Bidco currently comprises one ordinary share of £1.00 each.Set out below is a summary of the proposed Topco share capital structure and the provisions of the Topco Shareholders' Agreement and the Topco Articles governing the terms on which eligible AA Shareholders who elect for the Alternative Offer will hold securities in Topco pursuant to the Roll-over Mechanic.


More Definitions of Topco Shareholders' Agreement

Topco Shareholders' Agreement means that certain Shareholders Agreement, dated as of May 23, 2016, by and among Topco, the Manager and the shareholders of Topco, as amended, restated, supplemented or otherwise modified from time to time.
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Topco Shareholders' Agreement means the shareholders’ agreement in substantially the form attached at appendix 8 to the Explanatory Statement with such minor or technical amendments as may be agreed by the Company, the Secured Ad Hoc Committee and the Unsecured Ad Hoc Committee;
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Related to Topco Shareholders' Agreement

  • Shareholders Agreement shall have the meaning set forth in the Recitals.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Securityholders Agreement means that certain Securityholders ------------------------- Agreement, dated as of July 22, 1998 and as amended from time to time, among Holdings and the signatories parties thereto.

  • 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.

  • Members Agreement means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchange requirements.

  • Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • 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.

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • LLC Agreement means the Limited Liability Company Agreement of the Company, as amended from time to time pursuant to its terms.

  • Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • Membership Agreement means the agreement between the Foundation and each Member regarding each such Member’s rights and obligations as a Member.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Restricted Stock Agreement means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Restriction Agreement means the agreement setting forth the terms of an Award, and executed by a Grantee as provided in Section 7.1 hereof.

  • Investor Rights Agreement has the meaning set forth in the Recitals.

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.