Requirements of Shareholders Sample Clauses

Requirements of Shareholders. AboveNet shall not be required to include any Common Shares in the Registration Statement unless each shareholder furnishes to AboveNet in writing such information regarding the shareholder and the proposed sale of Common Shares by the shareholder as AboveNet may reasonably request in writing in connection with the Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities.
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Requirements of Shareholders. 41 9.05 Indemnification.......................................................................41 9.06
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Requirements of Shareholders. United shall not be required to include any Registrable Shares in the Registration Statement unless: (1) the Shareholder owning such shares furnishes to United in writing such information regarding such Shareholder and the proposed sale of Registrable Shares by such Shareholder as United may reasonably request in writing in connection with the Registration Statement or as shall be required in connection therewith by the Securities and Exchange Commission (the “SEC”) or any state securities law authorities; (2) such Shareholder shall have provided to United its written agreement to report to United sales made pursuant to the Registration Statement.
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Requirements of Shareholders. (a) The Shareholder Representative is authorized to (i) give and receive notices for and on behalf of the Shareholders in connection with this Article IX, (ii) deliver, as promptly as practicable after receipt from Parent, to the Shareholders the Selling Shareholder Questionnaires (as defined in Section 9.3(b)(i) hereof) in the form provided by Parent to the Shareholder Representative, and collect completed and duly executed Selling Shareholder Questionnaires from the Shareholders, and (iii) deliver and resolve any comments pursuant to and in compliance with Section 9.2(d)(viii) hereof. (b) Parent shall not be required to include any shares representing Equity Consideration held by a particular Shareholder in the Shareholder Registration Statement unless: (i) the Shareholder owning such Equity Consideration shall have delivered to the Shareholder Representative not later than the Closing Date, in writing such information regarding such Shareholder and the proposed sale of Equity Consideration by such Shareholder as Parent may reasonably request and as is customarily required in connection with the Shareholder Registration Statement or as shall be required in connection therewith by the SEC or any state securities law authorities (“Selling Shareholder Questionnaire”). The Selling Shareholder Questionnaire shall include an agreement by the Shareholders to indemnify Parent and each of its directors and officers against, and hold Parent and each of its directors and officers harmless from, any losses, claims, damages, expenses or liabilities (including reasonable attorneys fees) to which Parent or such directors and officers may become subject by reason of any statement or omission in the Shareholder Registration Statement made in reliance upon, or in conformity with, a written statement by such Shareholder furnished pursuant to this section (without regard to Section 7.6, provided, however, that in no event shall such indemnification by any Shareholder exceed the net proceeds received by such Shareholder from the sale of Equity Consideration pursuant to the Shareholder Registration Statement (the “Net Proceeds”); and (ii) the Shareholder Representative shall deliver to Parent all completed and executed Selling Shareholder Questionnaires as received. To the extent that any Selling Shareholder Questionnaires are delivered to Parent prior to the day before the Registration Date, Parent shall include the Equity Consideration represented by such Selling Shareholde...
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Related to Requirements of Shareholders

  • Rights of Shareholders The Shares shall be personal property giving only the rights in this Declaration specifically set forth. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or, subject to the right of the Trustees to charge certain expenses directly to Shareholders, as provided in the last sentence of Section 3.8, suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Section 6.3, in Section 11.4 or as specified by the Trustees when creating the Shares, as in preferred shares).

  • Rights of Shareholder Except as otherwise provided in this instrument, the Grantee shall have no rights as a shareholder of the Corporation in respect of the Restricted Units or Common Stock for which the Award is granted; and the Grantee shall not be considered or treated as a record owner of shares of Common Stock with respect to the Restricted Units until the Common Stock is issued to Grantee and no longer subject to any of the restrictions imposed under the Award indicated in this instrument, and Common Stock is actually issued and transferred to Grantee.

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Covenants of Shareholder Shareholder hereby covenants and agrees that:

  • Liability of Shareholders Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Trust individually but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as shareholders of private corporations for profit.

  • Rights of Stockholders No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

  • Shareholders’ Fees The Transfer Agent shall be entitled to charge the Fund’s shareholders directly, and may redeem shares of the Fund held in a shareholder’s Account to satisfy such charges, in accordance with the following provisions:

  • Meetings of Shareholders The Trust shall hold annual meetings of the Shareholders (provided that the Trust's initial annual meeting of Shareholders may occur up to one year after the completion of its initial fiscal year). A special meeting of Shareholders may be called at any time by a majority of the Trustees or the President and shall be called by any Trustee for any proper purpose upon written request of Shareholders of the Trust holding in the aggregate not less than 51% of the outstanding Shares of the Trust or class or series of Shares having voting rights on the matter, such request specifying the purpose or purposes for which such meeting is to be called. Any shareholder meeting, including a Special Meeting, shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate.

  • Distributions to Shareholders (a) The Trustees shall from time to time distribute ratably among the Shareholders of any class of Shares, or any series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any class or series or any combination thereof, and the Trustees may distribute ratably among the Shareholders of any class of shares or series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, additional Shares of any class or series in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration. (b) Distributions pursuant to this Section 9.2 may be among the Shareholders of record of the applicable class or series of Shares at the time of declaring a distribution or among the Shareholders of record at such later date as the Trustees shall determine and specify. (c) The Trustees may always retain from the net profits such amount as they may deem necessary to pay the debts or expenses of the Trust or to meet obligations of the Trust, or as they otherwise may deem desirable to use in the conduct of its affairs or to retain for future requirements or extensions of the business. (d) Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books, the above provisions shall be interpreted to give the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes.

  • Shareholders In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such liability.

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