Percentage of shareholding Sample Clauses

Percentage of shareholding. From the date of this agreement the shares of the Company will be held by the following parties in the ratio as given in the table below IPMD incl. Investors 75% ULURU 25% TOTAL 100%
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Percentage of shareholding. Upon completion of the equity transfer and capital increase described in this Article 3, the Buyer shall hold seventy percent (70%) of equity in the Target Company. By then, each party will hold the percentage of shareholding in the Target Company as follows: Shanghai Jieying Auto Retail Co., Ltd. 70 %
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Percentage of shareholding. The percentage will need to be determined on a transaction by transaction basis but shall never be more than 20%. See footnote 6. WGCo will never have the right to appoint more than one (1) Director. (e) The parties shall procure that the Directors of the Company (and any Alternate(s) ) appointed or removed in accordance with this clause 5 (Composition of the Boards and the right to appoint Directors) shall also be appointed and removed, as the case may be, as Directors/Alternate(s) of Project Co. (a) Subject to the Articles, sub-clauses (b) and (c), clause 6.5 ([Step-aside provisions) and clause 5.14 (Director's power to authorise conflict situations), the quorum for Board meetings of the Company and Project Co respectively shall comprise [one (1) WG Co Director and [two (2)] PSDP Directors (or their respective Alternates) . (b) If within thirty (30) minutes of the time for the relevant meeting there is not a quorum of Directors in attendance (in accordance with sub-clause (a)) at a meeting of Directors called in accordance with this clause 5.2 (Quorum requirements for Board meetings), then (unless the relevant Director(s) have given written waiver(s) in relation to his/her attendance) such meeting shall be adjourned in accordance with article 26.6 [(Quorum for Board Meetings)] of the Hold Co Articles and when reconvened such adjourned meeting shall, subject to the provisions of article 26.7 (Quorum for Board Meetings) of the Hold Co Articles or article [26.7][ (Quorum for Board Meetings)] of the Project Co Articles (as appropriate), be deemed to be quorate notwithstanding the fact that the relevant number of Director(s) appointed by that RTAD Shareholder may not be present. (c) If a RTAD Shareholder fails to appoint and maintain in office the relevant number of Directors it is required to appoint to satisfy the quorum requirements in sub-clause (a) then, if a meeting of the Directors is called in accordance with this clause 5.2 (Quorum requirements for Board meetings) and notice of the meeting is given to that RTAD Shareholder as if it were a Director, the meeting of Directors shall be deemed to be quorate notwithstanding the fact that the relevant number of Director(s) appointed by that RTAD Shareholder to form a quorum under sub-clause (a) may not be present. (a) If an RTAD Shareholder (the Appointing Shareholder) removes any person nominated by it as a Director (such a Director being an Outgoing Director) then the Appointing Shareholder shall procure ...
Sample 1
Percentage of shareholding. Note that this assumes there will be the three shareholders: the percentage will need to be determined on a transaction by transaction basis by reference to the number of shareholders and their respective shareholdings. article 3.2 (Proceedings of Directors), be deemed to be quorate notwithstanding the fact that a Director appointed by that Material Shareholder may not be present.
Sample 1
Percentage of shareholding. The percentage will need to be determined on a transaction by transaction basis but shall never be more than 20%. WGCo will never have the right to appoint more than one (1) Director.
Sample 1
Percentage of shareholding. Note that this assumes there will be the three shareholders: theThe percentage will need to be determined on a transaction by transaction basis by reference to the number of shareholders and their respective shareholdings. (c) If a Material Shareholder fails to appoint and maintain in office at least one Director then, if a meeting of the Directors is called in accordance with this clause 5.2 and notice of the meeting is given to that Material Shareholder as if it were a Director, the meeting of Directors shall be deemed to be quorate notwithstanding the fact that no Director appointed by that Material Shareholder is present. (a) If a Material Shareholder (the Appointing Shareholder) removes any person nominated by it as a Director (such a Director being an Outgoing Director) then the Appointing Shareholder shall procure that the Outgoing Director vacates office without any claim to the Company for loss of office or otherwise relating to the Outgoing Director’s vacation of office and the Appointing Shareholder shall indemnify the Company against all losses, liabilities and costs which the Company may incur arising out of, or in connection with, any claim by the Outgoing Director for wrongful or unfair dismissal or redundancy or other loss arising out of the Outgoing Director’s removal from or loss of office. (b) If any Material Shareholder (an Outgoing Shareholder) ceases to be a Material Shareholder and any Director is an employee and/or officer of the Outgoing Shareholder or has been nominated as a Director by the Outgoing Shareholder pursuant to clause 5.1 (Composition of the Boards and the right to appoint Directors), the Outgoing Shareholder shall procure that any such Director vacates office without any claim to the Company for loss of office or otherwise relating to such Director’s vacation of office and the Outgoing Shareholder shall indemnify the Company against all losses, liabilities and costs which the Company may incur arising out of, or in connection with, any claim by such Director for wrongful or unfair dismissal or redundancy or other loss arising out of such Director’s removal from or loss of office. (c) The provisions of sub-clause (a) and sub-clause (b) above apply with the necessary changes in relation to SPV Directors as if references to the Company were references to SPV. (a) There shall be a Chairman of the HoldCo Board and the SPV Board appointed or nominated in accordance with sub-clause (b) or sub-clause (c). (b) If the Sharehold...
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Percentage of shareholding. The percentage will need to be determined on a transaction by transaction basis by reference to the number of shareholders and their respective shareholdings. waiver in relation to his/her attendance) such meeting shall be adjourned in accordance with article 3.2 (Proceedings of Directors) of the HoldCo Articles and when reconvened such adjourned meeting shall, subject to the provisions of article
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Percentage of shareholding control acquired and / or number of shares acquired 10,00,001 equity shares representing 50% plus 1 shares of the paid up capital of the PNP Port
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Related to Percentage of shareholding

  • Shareholding 6.1 The Lead Member of such Preferred Bidder JV/consortium shall at all time during the License Period hold equity equivalent to …………..(as per clause 6.9.2) of the subscribed and paid up capital in the special purpose company incorporated by the parties to work as the contractor. Further, other consortium members whose technical/financial eligibility shall have been used for the purpose of qualification under this TENDER shall hold (as per clause

  • Shareholdings change, cause or permit any change in, the legal and/or beneficial ownership of any of the shares in the Borrower which would result in the Borrower ceasing to be a wholly-owned direct Subsidiary of the Guarantor; or

  • Recapitalizations, etc The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

  • Total Shares Except for the Shares referred to in 2.03, Stockholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

  • Sales of Shares by the Fund The Fund reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split and to sell shares to its shareholders or to other persons approved by Xxxxxx at not less than net asset value.

  • Forfeiture of Shares In the event the Partnership or the General Partner acquires Shares as a result of the forfeiture of such Shares under a restricted or similar share plan, then the General Partner shall cause the Partnership to cancel that number of Partnership Units of the appropriate class equal to the number of Shares so acquired divided by the Conversion Factor, and, if the Partnership acquired such Shares, it shall transfer such Shares to the General Partner for cancellation.

  • Pledge of Shares Borrower hereby pledges, assigns and grants to Bank, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date, or, to the extent not certificated as of the Closing Date, within ten (10) days of the certification of any Shares, the certificate or certificates for the Shares will be delivered to Bank, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new (as applicable) certificates representing such securities to be issued in the name of Bank or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

  • Exchange of Shares (a) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock as provided in this Article II. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).

  • Adjustment of Shares (a) If at any time while unexercised Options are outstanding hereunder, there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of shares, then and in such event appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to this Option, so that the same proportion of the Company's issued and outstanding shares shall remain subject to purchase at the same aggregate exercise price. (b) The Company may change the terms of this Option, with respect to the exercise price or the number of Shares subject to this Option, or both, when, in the Company's sole discretion, such adjustments become appropriate by reason of any significant corporate transaction. (c) Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to this Option. (d) Without limiting the generality of the foregoing, the existence of this Option shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to this Option; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

  • Adjustment Upon Subdivision or Combination of Shares of Common Stock If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

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