Guarantor Shareholders Clause Samples

The 'Guarantor Shareholders' clause defines the individuals or entities that hold shares in a company and also act as guarantors for certain obligations under an agreement. Typically, this clause identifies which shareholders are providing guarantees, outlines the extent of their liability, and may specify the circumstances under which their guarantee is triggered. For example, it might state that specific shareholders are responsible for ensuring the company fulfills its financial commitments or other contractual duties. The core function of this clause is to allocate risk by making certain shareholders directly accountable for the company's obligations, thereby providing additional security to the other party in the agreement.
Guarantor Shareholders. Globe shall procure that: (a) no Guarantor Shareholder shall assume, incur or otherwise permit to be outstanding any Indebtedness of whatsoever nature to Gazit-Globe or any affiliate of Gazit-Globe other than Indebtedness under a Subordinated Shareholder Loan made by a Subordinated Lender to such Guarantor Shareholder; (b) subject to the final sentence of this clause 15.19, all rights of the relevant Subordinated Lender in respect of such Subordinated Shareholder Loan shall have been first duly pledged by the relevant Subordinated Lender by way of a first priority perfected security interest in favor of the Collateral Agent for the benefit of the Bank and BLL to secure repayment of the Secured Obligations; (c) the aggregate outstanding principal amount (disregarding for this purpose any capitalized or rolled up interest) of Subordinated Shareholder Loans made by the Subordinated Lenders to the US Guarantor Shareholders under Subordinated Shareholder Loans shall not at any time before the Termination Date (as such term is defined in the Guarantor Subordination Agreement) be less than USD 300 million; and (d) any pledge referred to in the preceding paragraph (b) shall have been made under a Pledge Agreement, that had been executed and delivered to the Collateral Agent for the benefit of the Bank and BLL by the relevant Subordinated Lender either on or before the Amendment Closing Date and/or otherwise, if made after the date hereof, under a Pledge Document, executed and delivered to the Collateral Agent for the benefit of the Bank and BLL by the relevant Subordinated Lender, which is in a form and substance reasonably acceptable to the Collateral Agent, the Bank and BLL and in respect of which the Collateral Agent, the Bank and BLL had first received a legal opinion in a form reasonably acceptable to them. For the avoidance of doubt, but without derogating from the foregoing: (i) no Subordinated Lender shall have any obligation to grant a security interest in favor of the Collateral Agent for the benefit of the Bank or BLL, as aforesaid, in respect of a Subordinated Shareholder Loan made by a Subordinated Lender to a US Guarantor Shareholder, so long as Subordinated Shareholder Loans made by the Subordinated Lenders to one or more of the US Guarantor Shareholders, in the aggregate outstanding principal amount (disregarding any interest or rolled up or capitalized interest) of not less than USD 300 million, are then pledged to the Collateral Agent by way of a...
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Related to Guarantor Shareholders

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Stockholder Lock-Ups The Company has caused to be delivered to you prior to the date of this Agreement a letter, in the form of Exhibit A hereto (the “Lock-Up Agreement”), from each individual or entity listed on Schedule IV. The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Agreement.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Stockholder No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be con- strued to confer upon the holder of any Right Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stock- holders (except as provided in Section 25 hereof), or to re- ceive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof.