Legal Proceedings Against Shareholders Sample Clauses

Legal Proceedings Against Shareholders. The parties agree that the interests of the Company and its Shareholders would be seriously affected by any sale or disposition of any Shareholder's Shares by any legal or equitable proceeding against such Shareholder. Accordingly, it is hereby covenanted and agreed that in the event of a Proceeding (as hereinafter defined) with respect to any Shareholder, the Company shall have the option to purchase or designate one or more Qualified Persons to purchase all, but not less than all, of such Shareholder's Shares in the same manner as if the Company had received an offer from the Selling Shareholder pursuant to Paragraph 2 on the date that the Company receives notice of a Proceeding. The price and terms of purchase pursuant to the exercise of the option contained in this Paragraph 3 shall be those set forth in Paragraph 7. A "Proceeding" means that (a) any judgment is obtained in any legal or equitable proceeding against a Shareholder and the sale of any of such Shareholder's Shares is contemplated or threatened under legal process as a result of such judgment, or (b) any execution process is issued against a Shareholder or the Shares of a Shareholder, or (c) any of the Shares of a Shareholder are attached, or (d) there is instituted by or against a Shareholder any other form of legal proceeding or process by which the sale or transfer of any Shares of such Shareholder becomes imminent (i.e. such Shares may be sold or transferred either voluntarily or involuntarily within 60 days), or (e) a Shareholder makes an assignment for the benefit of creditors, or (f) a Shareholder admits such Shareholder's inability to pay such Shareholder's debts as they mature, or commences a voluntary case or proceeding under any Bankruptcy Law (as hereinafter defined), or consents to the entry of an order for relief against such Shareholder in an involuntary case or proceeding under any Bankruptcy Law, or consents to the appointment of a Custodian (as hereinafter defined) for such Shareholder or for all or substantially all of such Shareholder's property, or (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law (i) for relief against a Shareholder in an involuntary case or proceeding, (ii) appointing a Custodian for such Shareholder or for all or substantially all of such Shareholder's property, or (iii) ordering the liquidation of the Shareholder and the order or decree remains unstayed and in effect for 60 days. The term "Bankruptcy Law" means...
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Legal Proceedings Against Shareholders. The parties agree that the interests of the Company and its Shareholders would be seriously affected by any sale or disposition of any Shareholder's Shares as a result of any legal or equitable proceeding against such Shareholder. Accordingly, it is hereby agreed that in the event of a Proceeding (as defined below) with respect to any Shareholder, including without limitation any bankruptcy or divorce proceeding, the Company (or its nominee) and the other Shareholders shall be deemed to have received the Offers to purchase such Shareholder's Shares in accordance with the provisions of Section 2 in the same manner as if the Company and the other Shareholders had actually received the Offers under Section 2 on the date the Company receives notice of a Proceeding. The price and terms of purchase pursuant to the acceptance of the Offers granted in this Section 3.1 shall be those set forth in Section 4.2 hereof. Each Shareholder hereby agrees to notify the Company immediately upon the event of a Proceeding, and to continually update the Company as to the status and resolution of such
Sample 1

Related to Legal Proceedings Against Shareholders

  • PROCEEDINGS AGAINST COMPANY Except as otherwise provided in this Agreement, the Independent Director shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by the Independent Director against the Company, any Entity which it controls, any director or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding. This section shall not apply to counterclaims or affirmative defenses asserted by the Independent Director in an action brought against the Independent Director.

  • Proceedings and Litigation No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to restrain or delay the purchase and sale of the Units or the other transactions contemplated by this Agreement or any of the other Transaction Documents.

  • No Actions, Suits or Proceedings No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a Material Adverse Effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to result in a Material Adverse Effect.

  • Litigation and Legal Proceedings Except as disclosed on Schedule 3.11, there is no litigation, claim, investigation, administrative proceeding, labor controversy or similar action that is pending or (to the best of each Borrower's knowledge and information after due inquiry) threatened against any Borrower or its properties that, if adversely resolved, could reasonably be expected to have or cause a Material Adverse Effect.

  • Legal Proceedings, Etc There are no unsatisfied liabilities for Taxes with respect to any notice of deficiency or similar document received by the Company or any Subsidiary with respect to any Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company or a Subsidiary and with respect to which adequate reserves for payment have been established).

  • Legal Actions or Proceedings No legal action or proceeding shall have been instituted or threatened seeking to restrain, prohibit, invalidate or otherwise affect the consummation of the transactions contemplated hereby.

  • Legal Proceedings and Orders There is no action, suit, proceeding or investigation pending or threatened against Geron that questions the validity of this Agreement or the right of Geron to enter into this Agreement or to consummate this transactions contemplated hereby, nor is Geron aware of any basis for any of the forgoing. Geron is neither a party nor subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality that would affect the ability of Geron to enter into this Agreement or to consummate the transactions contemplated hereby.

  • Legal Action There shall not be pending or threatened in writing any action, proceeding, or other application before any court or governmental entity challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain any material damages.

  • No Actions or Proceedings No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.

  • Litigation; Governmental Proceedings There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.

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