Majority Shareholders. Madar and Benacin are sometimes collectively referred to as the "Majority Shareholders".
Majority Shareholders. It is agreed between the parties that one (1) majority shareholder or partner of the company will be permitted to perform work ordinarily performed by Journeymen members of the Union without being members of the Union.
Majority Shareholders. The "Majority Shareholders" means Xxxx Xxxxx and Xxxxxxxx Xxxxxxx.
Majority Shareholders. The Board of Directors of VYGP, consist of Messrs. Southerland, Johnson, were elected June of 1999 by written action of VIGC in its capacity as the sole stockholder of VYGP.
Majority Shareholders those shareholders who are party to the Share Purchase Agreement;
Majority Shareholders. The "Majority Shareholders" means Jean Madar and Philippe Benacin.
Majority Shareholders. 8.1 The Shareholders hereby irrevocably appoint the Majority Shareholders as their agent for purposes of this Escrow Agreement, and the Majority Shareholders hereby accept such appointment as the Shareholders' agent. Parent and the Escrow Agent shall be entitled to deal exclusively with the Majority Shareholders on all matters relating to this Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Majority Shareholders, and on any other action taken or purported to be taken on behalf of any Shareholder by the Majority Shareholders, as fully binding upon such Shareholder. If for any reason there are no Majority Shareholders at any time, all references herein to the Majority Shareholders shall be deemed to refer to the Shareholders.
8.2 Neither the Majority Shareholders nor any agent employed by them shall be liable to any Shareholder relating to the performance of their duties under the Reorganization Agreement or this Escrow Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Majority Shareholders constituted fraud or were taken or not taken in bad faith. The Majority Shareholders shall be indemnified and held harmless by the Shareholders in the amounts determined by applying the procedures specified in this Escrow Agreement against all expenses (including attorneys' fees), judgments, fines and other amounts paid or incurred in connection with any action, suit, proceeding or claim to which the Majority Shareholders are made a party by reason of the fact that they were acting as the Shareholders' agent pursuant to the Reorganization Agreement or this Escrow Agreement; provided, however, that the Majority Shareholders shall not be entitled to indemnification hereunder to the extent it is finally determined in a court of jurisdiction by clear and convincing evidence that the actions taken or not taken by the Majority Shareholders constituted fraud or were taken or not taken in bad faith. The Majority Shareholders shall be protected in acting upon any notice, statement or certificate believed by it to be genuine and to have been furnished by the appropriate person and in acting or refusing to act in good faith or any matter.
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Majority Shareholders. The term "
Majority Shareholders. UOP, Inc., 457 A.2d 701, 703 (Del. 1983) (holding that a majority shareholder must demonstrate entire fairness in corporate dealings).
Majority Shareholders. Stock Ownership ---------------------- ---------------- By: /s/ Jack Zwart ---------------------------- 310,000 Jack Zwart By: /s/ Kennexx X. Xxxxxini ----------------------------- 310,000 Kenneth A. Paganini ADDITIONAL SHAREHOLDERS By: /s/ Peter Niggeman ---------------------------- Peter Niggeman 20,000 (jointly held) By: /s/ Kathy Niggeman ---------------------------- Kathy Niggeman By: /s/ Kxx Xxxxxxxx ---------------------------- Ken Prokuski 20,000 (jointly held) By: /s/ Susan Prokuski ---------------------------- Susan Prokuski By: /s/ Wixxxxx X. Xxxxxxr ---------------------------- William D. Spencer 000,000 Xx: /s/ Amy Henderson ---------------------------- 10,000 Amy Henderson By: /s/ Douxxxx X. Xxxx ---------------------------- 20,000 Douglas N. Akay SPOUSAL CONSENTS The undersigned persons represent that they are the spouses of the persons having the same last names on the preceding signature pages, that the undersigned persons disclaim any direct or record ownership of the shares of common stock of the Company set forth opposite their spouses names on the signature pages above, and the undersigned persons consent to their spouses assignment and transfer of such shares of common stock of the Company to Digital Bridge, Inc. for the consideration indicated in the above Agreement. By signing this Spousal Consent, Digital Bridge, Inc. covenants and agrees that the signatories on this page shall not be deemed to be "Majority Shareholders," as that term is defined in the above Agreement. By: /s/ Jeannine Paganini ------------------------------- Jeannine Paganini
