Nominee Shareholders Sample Clauses
The Nominee Shareholders clause establishes the arrangement where shares in a company are held by one party (the nominee) on behalf of another (the beneficial owner). In practice, this means the nominee is listed as the official shareholder in company records, but the actual rights and benefits of ownership belong to the beneficial owner, who may remain anonymous. This clause is commonly used to facilitate privacy, simplify administrative processes, or comply with regulatory requirements, ultimately ensuring that the true ownership interests are protected while maintaining flexibility in shareholding structures.
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Nominee Shareholders. Each member of Management, jointly and severally, covenants to the Purchaser that it shall promptly, upon the Purchaser’s request:
(a) cause each VIE and each nominee shareholder(s) of each VIE (a “VIE Shareholder”) to execute an agreement (in form and substance reasonably satisfactory to the Purchaser) with the one or more persons designated by the Purchaser in writing (the “Purchaser Nominees”) to (i) increase the registered capital of such VIE and (ii) provide the Purchaser Nominees with the right to subscribe for such increase of registered capital (the transactions set forth in clause (i) and clause (ii), an “Onshore Capital Increase Transaction”), so that the Purchaser Nominees would own more than two-thirds of the equity interests in such VIE following the consummation of such Onshore Capital Increase Transaction;
(b) cause the relevant VIE Shareholders, the relevant VIE and the PRC Subsidiary to amend the relevant Control Documents (in form and substance reasonably satisfactory to the Purchaser) to reflect each Onshore Capital Increase Transaction;
(c) submit, or cause to be submitted, to the relevant PRC Governmental Authorities the application and other relevant documentation required to give effect to each Onshore Capital Increase Transaction and, upon the request of the Purchaser, the replacement of the legal representative and directors of each VIE and such VIE shall have received (i) an acknowledgement letter or (ii) equivalent consent in oral or other format reasonably satisfactory to the Purchaser from such Governmental Authorities evidencing the receipt of such documentation; and
(d) cause the VIE Shareholders of each VIE to enter into a call option agreement (in form and substance reasonably satisfactory to the Purchaser) with the relevant Purchaser Nominees pursuant to which such Purchaser Nominees shall have the right (the “Purchase Right”) to acquire the remaining equity interest in such VIE held by such VIE Shareholders at an aggregate price equal to the book value of such VIE which is attributable to the remaining equity interest at the time such Purchaser Nominees exercise their Purchase Right; provided, that the Company shall be responsible for any Taxes incurred by the Management and/or the VIE Shareholders arising from or in connection with any actions taken by the Management pursuant hereto.
Nominee Shareholders. Party B and Party C are the nominee shareholders designated by Party A for the Company, who hold Party A's Share in the Company for and on behalf of Party A's benefits.
Nominee Shareholders. As soon as practicable after the date of this Agreement, but in no event later than February 28, 2018 (such period, the “Designation Period”), the Buyer will designate two Subsidiaries or Affiliates of the Buyer or other Persons selected by the Buyer to receive a de minimis portion of the Shares at the Closing (the “Nominee Shareholders”). The Buyer agrees to select Nominee Shareholders that do not have any adverse impact on the Sellers.
Nominee Shareholders. Prior to the Closing, Seller shall cause each of the Affiliated Entities whose capital stock is owned in part by a Nominee Shareholder to enter into an agreement with each Nominee Shareholder, in form and substance reasonably satisfactory to Acquiror, providing for (i) the transfer of the shares held by such Nominee Shareholder to Acquiror (or a designee of Acquiror) when and as Acquiror deems such transfer to be necessary or appropriate and (ii) the ability of such Affiliated Entity to engage in Acquiror's normal cash management practices.
Nominee Shareholders. To the extent any shares in an Alcon Group company are held by nominee directors or representatives appointed by Nestle, the Parties shall enter into appropriate arrangements for the transfer of such nominee shares to any replacement nominees designated by Alcon in such Alcon Group companies, as further set out in Section 3.4.3.
Nominee Shareholders. In respect of any shareholders of the Operating Subsidiary other than the Company (each an “Nominee Shareholder”, and collectively, the “Nominee Shareholders”), each of the Class A Shareholder and the Class B Shareholder shall, and shall cause the Company to ensure that:
(a) each Nominee Shareholder is and always shall be during the Term either the Class A Shareholder or an appointee of or a nominee approved by the Class A Shareholder and Class B Shareholder;
(b) each Nominee Shareholder undertakes in writing to the Shareholders, the Company and the Operating Subsidiary that:
(i) it shall not assign, transfer, exchange, Encumber or otherwise dispose of any share held by such Nominee Shareholder in the Operating Subsidiary (or any interest in therein) without the prior written consent of the Class A Shareholder; and
(ii) it shall vote any shares held by it in the Operating Subsidiary as directed by the Company; and
(c) each Nominee Shareholder is and always shall be during the Term a corporation or other entity formed outside of India. Any purported action taken by a Nominee Shareholder in contravention of the terms of this Section 17.1 shall be deemed to be null and void and shall not be recognized by the Shareholders, the Company or the Operating Subsidiary.
Nominee Shareholders. If any Investment is not held in a Chargor's name (other than as a result of the operation of this Deed) the relevant Chargor shall procure the prompt delivery to the Lender of an irrevocable power of attorney, expressed to be given by way of security and executed as a deed, by the person in whose name that Investment is held. That power of attorney shall appoint the Lender and every Receiver as the attorney of the holder in relation to that Investment and shall be in a form approved by the Lender.
Nominee Shareholders. 62 Section 8.16