Inactive Shareholders Sample Clauses

Inactive Shareholders. (a) A Shareholder shall be deemed to be an Inactive Shareholder immediately following the occurrence of any of the following events (each a “Triggering Event”): (i) becoming mentally incapable for a continuous period of six months in any twelve-month period; or (ii) bankruptcy or insolvency of a Shareholder. (b) Each Shareholder or his executor, administrator, or other legal or personal representative, as the case may be, (each being a “Representative”), shall give notice in writing to the Corporation promptly following the occurrence of a Triggering Event.
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Inactive Shareholders. 83 ARTICLE 12
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Inactive Shareholders. For the avoidance of doubt, the provisions of this Article 11 and all other provisions of this Agreement do not, and shall not, apply to Xxxxx Xxxxxxxx or I.S.P (each, an “Inactive Shareholder”). The Inactive Shareholders will not have any Liability under this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, whether directly or for any obligations of the Active Shareholders, the Sellers, the Selling Parties Representative or any other party to this Agreement or any Ancillary Agreement, except with respect to any intentional fraud by such Inactive Shareholder or (in the case of Xxxxx Xxxxxxxx) in accordance with the Noncompetition Agreement signed by him.
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Inactive Shareholders. (a) A Shareholder shall be deemed to be an Inactive Shareholder immediately following the occurrence of any of the following events (each a “Triggering Event”): (i) if a Shareholder or related Principal of a Shareholder dies; (ii) if a Shareholder or related Principal of a Shareholder suffers Permanent Incapacity; (iii) if a Shareholder or related Principal of a Shareholder voluntarily retires as an employee of the Corporation or if the employment of the Shareholder or the related Principal is terminated by the Corporation for legal cause; or (iv) if the employment of the Shareholder or related Principal of a Shareholder is terminated other than as provided in Sections 8. 1(a)(i), 8. 1(a)(ii) and 8. l(a)(iii). (b) Each Shareholder or the legal personal representatives of the Shareholder, (the “Representative”), as the case may be, shall give notice in writing to the Corporation promptly following the occurrence of a Triggering Event. (c) From and after the date that a Shareholder becomes an Inactive Shareholder, the right of such Shareholder to nominate any Directors shall be suspended and any nominee Director of such Inactive Shareholder shall resign from the Board of Directors; and the votes of such Shareholder or its nominee Directors or both of them, as the case may be, shall be excluded for purposes of determining whether a decision, action or matter has been approved by Extraordinary Resolution. (d) Any determination that the employment of a Shareholder or related Principal of a Shareholder has been terminated for legal cause shall require approval by Extraordinary Resolution, provided that in this instance the Shareholder that is affected by the determination shall not be entitled to vote and the Shares owned by such Shareholder shall be excluded when calculating the percentage of votes required to approve the determination. (e) The Corporation shall have no liability to any Shareholder or any related Principal of a Shareholder arising from the termination of their employment with the Corporation either hereunder or under any employment agreement except for payment of any amount payable pursuant to this Section.
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Inactive Shareholders. (1) A Shareholder shall be deemed to be an Inactive Shareholder immediately following the occurrence of any of the following events (each a “Triggering Event”): (a) If the Shareholder or a Principal of the Shareholder dies or has been declared missing for a period in excess of six months; (b) If the Shareholder or a Principal of the Shareholder becomes incapable by reason of illness, disease, or other mental or physical disability for (i) a period of six consecutive months of discharging the usual duties of its business or employment, or (ii) for two hundred and seventy days in the aggregate during any period of three hundred and sixty-five consecutive days; (c) If the Shareholder or a Principal of the Shareholder is determined by a court of competent jurisdiction to be unable to manage its own affairs; (d) If the Shareholder or a Principal of the Shareholder has been convicted of any criminal offence by a court of final and competent jurisdiction and has been sentenced to imprisonment for a period aggregating in excess of thirty days; (e) If the Shareholder or a Principal of the Shareholder has been convicted of a criminal offence involving moral turpitude, including, without limitation, theft, fraud, embezzlement, forgery, misappropriation or wilful misapplication or of an offence of a similar character involving dishonest acts; (f) Upon the expiry of the time period referred to in Section 4.4, in the event of the non-compliance by the Shareholder with its provisions; (g) Upon the expiry of the time period referred to in Section 5.3 in the event a Secured Party commences enforcement proceedings with respect to the Pledged Shares and its Debt is not repaid within such time period; (h) If the Shareholder or a Principal of the Shareholder is declared bankrupt or makes a proposal in bankruptcy or becomes the subject of bankruptcy or other similar proceedings; or (i) If the Shareholder or a Principal of the Shareholder makes an assignment for the benefit of creditors or otherwise acknowledges its insolvency. (2) Each Shareholder or Principal, or in the case of death, incapacity or continuing status as a missing person, its executor, administrator, or other legal or personal representative (each being a “Representative”), shall give notice in writing to the Company promptly following the occurrence of a Triggering Event. (3) From and after the date that a Shareholder becomes an Inactive Shareholder, the votes of such Shareholder shall be excluded for purposes ...
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Related to Inactive Shareholders

  • Additional Stockholders In connection with the issuance of any additional equity securities of the Company to any Person, the Company may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a "Stockholder" under this Agreement by obtaining the consent of the holders of a majority of the Common Stockholder Shares and an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a "Stockholder" party to this Agreement.

  • 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.

  • SHAREHOLDER COMMUNICATIONS ELECTION SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES ¨ The Custodian is authorized to release the Fund’s name, address, and share positions. NO x The Custodian is not authorized to release the Fund’s name, address, and share positions.

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Stockholder Capacity No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

  • 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.

  • 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.

  • Voting Rights as a Shareholder Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Shareholders' Agent (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

  • Stockholder Rights The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

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