Common use of Ownership of Outstanding Shares Clause in Contracts

Ownership of Outstanding Shares. Without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Article 9 of the Exchangeable Share Provisions, ParentCo covenants and agrees in favour of the Corporation that, following the effective time of the Merger and as long as any outstanding Exchangeable Shares are owned by any person or entity other than ParentCo or any of its Subsidiaries, ParentCo will be and remain the direct or indirect beneficial owner of securities of the Corporation carrying or entitled to not less than 51% of the voting rights for the election of directors, in each case other than the Exchangeable Shares. Notwithstanding the foregoing sentence, ParentCo shall not be in violation of this section 2.7 if any person or group of persons acquires ParentCo Common Shares pursuant to any merger of ParentCo in which ParentCo was not the surviving corporation.

Appears in 2 contracts

Samples: Support Agreement (Dialog Group Inc), Support Agreement (Dialog Group Inc)

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Ownership of Outstanding Shares. Without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Article 9 Section 10.1 of the Exchangeable Share Provisions, ParentCo covenants and agrees in favour of the Corporation that, following the effective time of the Merger and as long as any outstanding Exchangeable Shares are owned by any person or entity other than ParentCo or any of its Subsidiaries, and for so long as any holders of rights to acquire ParentCo Common Shares pursuant to the Employee Share Option Plan, the Convertible Debenture Options and the Warrants remain outstanding ParentCo will be and remain the direct or indirect beneficial owner of securities of the Corporation carrying or entitled to not less than 51% of the voting rights for the election of directors, in each case other than the Exchangeable Shares. Notwithstanding the foregoing sentence, ParentCo shall not be in violation of this section 2.7 2.8 if any person or group of persons acquires ParentCo Common Shares pursuant to any merger of ParentCo in which ParentCo was not the surviving corporation.

Appears in 1 contract

Samples: Support Agreement (Conexant Systems Inc)

Ownership of Outstanding Shares. Without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Article 9 Section 10.1 of the Exchangeable Share Provisions, ParentCo covenants and agrees in favour of the Corporation that, following the effective time of the Merger and as long as any outstanding Exchangeable Shares are owned by any person or entity other than ParentCo or any of its Subsidiaries, ParentCo or one or more of its Subsidiaries will be and remain the direct or indirect beneficial owner of securities of the Corporation carrying or entitled to not less than 51% of the voting rights for the election of directors, in each case other than the Exchangeable Shares. Notwithstanding the foregoing sentence, ParentCo shall not be in violation of this section 2.7 2.8 if any person or group of persons acquires ParentCo Common Class A Shares pursuant to any merger of ParentCo in which ParentCo was not the surviving corporation.

Appears in 1 contract

Samples: Support Agreement (Accenture LTD)

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Ownership of Outstanding Shares. Without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Article 9 Section 10.1 of the Exchangeable Share Provisions, ParentCo covenants and agrees in favour of the Corporation that, following the effective time of the Merger and as long as any outstanding Exchangeable Shares are owned by any person or entity other than ParentCo or any of its Subsidiaries, ParentCo will be and remain the direct or indirect beneficial owner of more than 50% of all securities of the Corporation carrying or entitled to not less than 51% of the voting rights in any circumstances generally for the election of directors, in each case other than the Exchangeable Shares. Notwithstanding the foregoing sentence, ParentCo shall not be in violation of this section 2.7 2.8 if any person or group of persons acquires ParentCo Common Shares pursuant to any merger of ParentCo in which ParentCo was not the surviving corporation.

Appears in 1 contract

Samples: Support Agreement (Forefront Group Inc/De)

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