Shareholder Issues Sample Clauses

Shareholder Issues. (i) As soon as reasonably practicable following the death of the Decedent, the Decedent’s estate shall sell to the Corporation, and the Corporation shall purchase from the Decedent’s estate, the Shares held by the Decedent in the Corporation.. The aggregate purchase price for the Shares held by that Decedent in the Corporation shall be Dollars ($ ). (ii) As soon as reasonably practicable following the death of the Decedent and repurchase of the Decedent’s Shares, the Corporation shall sell one (1) newly issued share in the Corporation to a Qualified Medical Professional selected by the Board of Directors who is or upon issuance of shares will be a shareholder of the Corporation and is then employed by, contracting with or on the Board of Directors of the Management Company or an affiliate thereof (a “Successor Shareholder”). The purchase price for such Share shall be Dollars ($ ). It shall be a condition to such sale that the Successor Shareholder (a) be appointed to the Board of Directors of the Corporation, and (b) agree in writing to become a party to this Agreement as a Doctor successor to the Decedent. (iii) Each Successor Shareholder shall be a Qualified Medical Professional, and each Successor Shareholder shall also be an employee or member of the Board of Directors of, or independent contractor to, the Management Company or an affiliate thereof. Each Successor Shareholder shall be designated as being eligible to be a shareholder and director of the Corporation by the Management Company’s Board of Directors.
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Shareholder Issues. (i) Within thirty (30) days after the Succession Event affecting the Terminating Doctor, the Terminating Doctor shall sell to the Corporation, and the Corporation shall purchase from the Terminating Doctor, the Shares held by the Terminating Doctor in the Corporation. The aggregate purchase price for the Shares shall be Dollars ($ ). (ii) As soon as reasonably practicable following the Succession Event affecting the Terminating Doctor and repurchase of the Terminating Doctor’s Shares, the Corporation shall sell one (1) newly issued share in the Corporation to a Qualified Medical Professional selected by the Board of Directors who’ is then employed by or on the Board of Directors of, or an independent contractor to, the Management Company or an affiliate thereof (a “Successor Shareholder”). The purchase price for such Share shall be Dollars ($ ). It shall be a condition to such sale that the Successor Shareholder (a) be appointed to the Board of Directors of the Corporation, and (b) agree in writing to become a party to this Agreement as a Doctor successor to the Terminating Doctor. (iii) Each Successor Shareholder shall be a Qualified Medical Professional, and each Successor Shareholder shall also be an employee or member of the Board of Directors of, or an independent contractor to, the Management Company or an affiliate thereof.
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Shareholder Issues. If Dr. Xxxxx xx the remaining sole shareholder of the Medical Group, then in the event of death of the last survivor, if legal counsel for the Medical Group determines that ownership of the Shares by the representative or successor-in-interest to the survivor is not permitted or legal under the Professional Corporation Act, then such Shares shall be sold and transferred to the Medical Group in accordance with Article III of the Bylaws of the Medical Group. In such event, the Medical Group shall, in order to have one (1) shareholder, do one of the following: (a) The Medical Group shall sell one hundred (100) newly issued shares to Thomxx X. Xxxxxxx, X.D., or his designee, who shall be designated the "Successor Shareholder" hereunder, and shall agree to purchase such shares; provided that such sale shall be consummated only if Dr. Xxxxxxx xx his designee is a Qualified Medical Professional on the Board of Directors of Raytel Medical Corporation; or
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Shareholder Issues. In the event of: (a) voluntary resignation by Dr. Xxxxx xx an officer and director of the Medical Group;
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Shareholder Issues. In the event of the permanent disability or permanent incapacity of Dr. Xxxxx xx determined by a recognized medical authority, then the Shares shall be sold and transferred to the Medical Group in accordance with Article III of the Bylaws of the Medical Group. In such event, the Medical Group shall sell newly issued shares to a Successor Shareholder in the manner set forth in paragraph 3.1 herein.
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Shareholder Issues. As soon as reasonably practicable following written notice from Bank of the occurrence of a Succession Event and upon receipt of Bank's written demand therefor, XxXxxxxx, or his estate, as the case may be, shall sell the Shares to such person(s) as Bank shall, in its sole discretion, direct (the "NEW SHAREHOLDER(S)"). The total purchase price for the Shares shall be $1,000.
Sample 1
Shareholder Issues. As soon as reasonably practicable following written notice from Bank of the occurrence of a Succession Event and upon receipt of Bank's written demand therefor, the PC Shareholders, or their estate, as the case may be, shall sell the Shares to such person(s) as Bank shall, in its sole discretion, direct (the "NEW SHAREHOLDER(S)"). The total purchase price for the Shares for each Professional Corporation shall be $1,000.
Sample 1
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Shareholder Issues. As soon as reasonably practicable following written notice from Lender of the occurrence of a Succession Event and upon receipt of Lender's written demand therefor, the PC Shareholders, or their estate, as the case may be, shall sell the Shares to such person(s) as Lender shall, in its sole discretion, direct (the "New Shareholder(s)"). The total purchase price for the Shares for each Professional Corporation shall be $1,000.
Sample 1

Related to Shareholder Issues

  • Warrant Holder Not Shareholder Except as otherwise provided herein, this Warrant does not confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof.

  • FINRA Member Shareholders There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company, except as set forth in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Stockholder No holder, as such, of any Right Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Shares or any other securities of the Company which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be con- strued to confer upon the holder of any Right Certificate, 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, or to receive notice of meetings or other actions affecting stock- holders (except as provided in Section 25 hereof), or to re- ceive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Right Certificate shall have been exercised in accordance with the provisions hereof.

  • Shareholder Loans (a) Each Obligor will procure that prior to any Restricted Person making any Financial Indebtedness (other than Permitted Payments) available to any member of the Borrower Group, such Restricted Person shall enter into a Pledge of Subordinated Shareholder Loans on terms and conditions satisfactory to the Facility Agent and a Security Provider’s Deed of Accession and provides (i) the Facility Agent with such documents and evidence as it may reasonably require as to the power and authority of the Restricted Person to enter into such Pledge of Subordinated Shareholder Loans and Security Provider’s Deed of Accession and that the same constitute valid and legally binding obligations of such Restricted Person enforceable in accordance with their terms subject (to the extent applicable) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) notification of such pledge to the relevant member of the Borrower Group. (b) Each Obligor shall ensure that each Subordinated Shareholder Loan and each shareholder loan entered into between an Obligor which is a party to an Obligor Pledge of Shareholder Loans as a creditor and a member of the Borrower Group is governed by the law of The Netherlands.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.

  • SHAREHOLDER COMMUNICATIONS ELECTION SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES ¨ The Custodian is authorized to release the Fund’s name, address, and share positions. NO x The Custodian is not authorized to release the Fund’s name, address, and share positions.

  • Shareholder Transactions Ultimus shall provide the Trust with shareholder transaction services, including: 1.1. process shareholder purchase, redemption, exchange, and transfer orders in accordance with conditions set forth in the applicable Fund’s prospectus(es) applying all applicable redemption or other miscellaneous fees; 1.2. set up of account information, including address, account designations, dividend and capital gains options, taxpayer identification numbers, banking instructions, automatic investment plans, systematic withdrawal plans and cost basis disposition method, 1.3. assist shareholders making changes to their account information included in 1.2; 1.4. issue trade confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”); 1.5. issue quarterly statements for shareholders, interested parties, broker firms, branch offices and registered representatives; 1.6. act as a service agent and process income dividend and capital gains distributions, including the purchase of new shares, through dividend reimbursement and appropriate application of backup withholding, non-resident alien withholding and Foreign Account Tax Compliance Act (“FATCA”) withholding; 1.7. record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Fund which are authorized, based upon data provided to it by the Trust, and issued and outstanding; 1.8. perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”); 1.9. provide cost basis reporting to shareholders on covered shares (shares purchased after 1/1/2012), as required; 1.10. withholding taxes on non-resident alien accounts, pension accounts and in accordance with state requirements; 1.11. produce, print, mail and file U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for shareholders; 1.12. administer and perform all other customary services of a transfer agent, including, but not limited to, answering routine customer inquiries regarding shares; and 1.13. process all standing instruction orders (Automatic Investment Plans (“AIPs”) and Systematic Withdrawal Plan (“SWPs”)) including the debit of shareholder bank information for automatic purchases.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

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