Common use of Ownership of Outstanding Shares Clause in Contracts

Ownership of Outstanding Shares. Without the prior approval of the Company and the prior approval of the holders of the Exchangeable Shares given in accordance with the terms of the Exchangeable Share Provisions, the Parent covenants and agrees in favor of the Company that, as long as any outstanding Exchangeable Shares are owned by any person or entity other than the Parent or any of its Affiliates, the Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding shares in the capital of the Company and all outstanding securities of the Company carrying or otherwise entitled to voting rights in any circumstances, in each case other than the Exchangeable Shares.

Appears in 2 contracts

Samples: Agreement and Plan of Acquisition (Backweb Technologies LTD), Agreement and Plan of Acquisition (Backweb Technologies LTD)

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Ownership of Outstanding Shares. Without the prior approval of the Company Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with the terms Article 28.8(2) of the Exchangeable Share Provisions, the while any Exchangeable Shares, other than those that are held by Parent covenants and agrees in favor or its Subsidiaries, are outstanding, Parent, or any successor of Parent by way of merger, consolidation or purchase of all or substantially all of the Company thatassets of Parent, as long as any outstanding Exchangeable Shares are owned by any person or entity other than the Parent or any of its Affiliates, the Parent will shall be and shall remain the direct or indirect beneficial owner of all issued and outstanding shares in the capital of the Company Corporation and all outstanding securities of the Company Corporation carrying or otherwise entitled to voting rights in any circumstances, in each case other than the Exchangeable Shares.

Appears in 2 contracts

Samples: Support Agreement (Premier Exhibitions, Inc.), Support Agreement (Premier Exhibitions, Inc.)

Ownership of Outstanding Shares. Without the prior approval of the Company Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with the terms Section 9.2 of the Exchangeable Share Provisions, the Parent covenants and agrees in favor favour of the Company Corporation that, as long as any outstanding Exchangeable Shares are owned by any person or entity other than the Parent or any of its Affiliates, the Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding shares in the capital of the Company and all outstanding securities of the Company Corporation carrying or otherwise entitled to voting rights in any circumstances, and in each case other than the Exchangeable Shares.

Appears in 1 contract

Samples: Support Agreement (Caldera Corp /Fl/)

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Ownership of Outstanding Shares. Without the prior approval of the Company Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with the terms Section 10.2 of the Exchangeable Share Provisions, the Parent covenants and agrees in favor favour of the Company Corporation that, as long as any outstanding Exchangeable Shares are owned by any person or entity other than the Parent or any of its Affiliates, the Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding shares in the capital of the Company Corporation and all outstanding securities of the Company Corporation carrying or otherwise entitled to voting rights in any circumstances, in each case other than the Exchangeable Shares.

Appears in 1 contract

Samples: Support Agreement (Mattel Inc /De/)

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