Controlling Shareholder. (a) Notwithstanding anything to the contrary in this Agreement, Itaú Parent shall have no obligation to purchase Bank Shares or Company Shares from Company Two, Corp Group Parent or any of its Permitted Transferees under this Agreement to the extent such purchase would, in and of itself, require Itaú Parent to make a tender offer for all of the outstanding Bank Shares as a result thereof.
(b) Notwithstanding anything to the contrary in this Agreement, if Itaú Parent is not the Controlling Shareholder (as defined in Article 97 of the Chilean Securities Market Act) of the Chilean Bank, prior to consummating any obligation to purchase Company Shares or Bank Shares from Corp Group Parent, Company Two or their Permitted Transferees under any applicable provisions of this Agreement (including, without limitation, Sections 3.6, 5.1 or 6.2) which would result in Itaú Parent being the Controlling Shareholder of the Chilean Bank, Itaú Parent shall commence a tender offer to purchase a number of Bank Shares which would result in Itaú Parent being the Controlling Shareholder of the Chilean Bank for the purchase price provided in such applicable provision of this Agreement and shall in any event satisfy its obligation (whether through the tender offer or a subsequent purchase thereafter) within ninety (90) calendar days. Corp Group Parent shall cause Company Two to tender its Bank Shares into such tender offer and, to the extent (and only to the extent) that such Bank Shares are purchased by Itaú Parent through such tender offer, Itaú Parent shall be deemed to have purchased such Bank Shares in satisfaction of such applicable provision of this Agreement (it being agreed and understood that any applicable obligations of Itaú Parent to sell such Bank Shares back to Corp Group Parent or Company Two shall not be adversely affected by this Section 3.9(b)).
Controlling Shareholder. Controlling Shareholder" shall mean, subsequent to the Merger, ART.
Controlling Shareholder. 1 Creditors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controlling Shareholder an individual who owns or controls greater than fifty percent (50%) of the shares of the Business Entity.
Controlling Shareholder. 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 DGCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 MBCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Controlling Shareholder. 57 SECTION 11.02. NO LIABILITY FOR CONTROLLING SHAREHOLDER...............58
Controlling Shareholder. As at the date hereof, the Controlling Shareholder is the direct or indirect holder of 63.915% of the share capital of the Borrower.
Controlling Shareholder. As of the first Utilization Date, the Borrower shall ensure that the Group Borrower directly or indirectly hold 100% shares of each the PRC Subsidiaries, control and manage the PRC Subsidiaries.
Controlling Shareholder. By execution of this Agreement (or an appropriate Accession Agreement) each Shareholder hereby appoints Clifford L. Rucker as the "Controlling Shareholder" referred to elsewxxxx xx xxxx Xxxxxment. The Controlling Shareholder shall have the authority, for and on behalf of the Shareholders to take such actions and exercise such discretion as are required of the Controlling Shareholder pursuant to the terms of this Agreement and any related document or instrument (and any such actions shall be binding on the Shareholders), including without limitation the following:
(a) to execute stock powers and to receive and hold and deliver to the Purchaser or the Escrow Agent (as hereinafter defined) any other documents relating thereto on behalf of the Shareholders;
(b) to give and receive communications and notices, to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents which the Controlling Shareholder deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement;
(c) to negotiate, agree to, enter into settlements and compromises of, and demand participation and arbitration and comply with orders and awards of courts and arbitrators with respect to claims for damages and otherwise;
(d) to receive payments due under this Agreement and the Escrow Agreement and acknowledge receipt for such payments;
(e) to waive any breach or default under this Agreement, or to waive any condition precedent to Closing;
(f) amend this Agreement, the Escrow Agreement or any related document or instrument;
(g) to terminate this Agreement, the Escrow Agreement or any related document or instrument;
(h) to receive service of process in connection with any claims under this Agreement, the Escrow Agreement or any related document or instrument;
(i) to perform the obligations and exercise the rights under any related document or instrument, including the settlement of claims and disputes with Purchaser and the Shareholders; and
(j) to take all actions necessary or appropriate in the judgment of the Controlling Shareholder to accomplish the foregoing actions under this Section 11.01.
Controlling Shareholder. By: ________________________ Mr. XXXXX Xx as the Controlling Shareholder Accepted and Agreed to: By:_________________________________ Name: Title: Authorized Signatory Accepted and Agreed to: By: By:_________________________________ Name: Title: Authorized Signatory 11
