WAIVER OF SHAREHOLDER'S RIGHTS Sample Clauses

WAIVER OF SHAREHOLDER'S RIGHTS. The Shareholder waives the rights attached to the Shares (a) to vote the Shares on a resolution to cancel any of the Shares, (b) to receive dividends, and (c) to participate in the assets and property of the Issuer on a winding up or dissolution of the Issuer.
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WAIVER OF SHAREHOLDER'S RIGHTS. 3.1 The Shareholders waive no rights attached to the Shares held by them, except the right to sell or otherwise transfer the Shares while they are pooled.
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WAIVER OF SHAREHOLDER'S RIGHTS. The Shareholder waives no rights attached to the Shares, except the right to sell the Shares while they are pooled.
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WAIVER OF SHAREHOLDER'S RIGHTS. The Shareholder waives the rights attached to the Shares: (a) to vote the Shares on a resolution to cancel any of the Shares; (b) to receive dividends; and (c) to participate in the assets and property of the Issuer on a winding up or dissolution of the Issuer.
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WAIVER OF SHAREHOLDER'S RIGHTS. The Principals waive the rights attached to the Escrow Shares: (a) to vote the Escrow Shares on a resolution to cancel any of the Escrow Shares; (b) to receive dividends; and (c) to participate in the assets and property of the Issuer on a winding up or dissolution of the Issuer.
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WAIVER OF SHAREHOLDER'S RIGHTS. PCR waives the rights attached to the Shares: (a) to vote the Shares on a resolution to cancel any of the Shares in accordance with section 7 of this Agreement, (b) to receive dividends, and
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WAIVER OF SHAREHOLDER'S RIGHTS. All shareholders of the Company, if any, having any preemptive, first refusal, anti-dilution or other rights with respect to the issuance of the Subscribed Shares shall have irrevocably waived the same in writing and delivered such waiver to the Investors as of the Closing Date.
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WAIVER OF SHAREHOLDER'S RIGHTS. Within seven (7) days of the execution of this Agreement or such longer period as the Purchaser may determine, the Selling Shareholders shall deliver to the Purchaser written acknowledgements and waivers, executed by each party to the Shareholders' Agreement, stipulating that such parties (a) are aware that Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx and Novacap are negotiating the sale of the Company, (b) waiving any rights that they may have under the Shareholders' Agreement or otherwise which would affect, restrict or limit in any manner whatsoever the transfer of any of the Shares of the Company in a transaction agreed by Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx and Novacap, including, without limitation, any pre-emptive rights, rights of first refusal, drag-along, tag-along or similar rights, provided that the Purchaser under any such transaction also offers to purchase such parties, Shares on the same terms and conditions as the purchase of the Shares held by Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx and Novacap, and (c) that such parties agree that the Shareholders' Agreement shall automatically terminate upon the sale of 66 2/3% or more of the outstanding Shares to a purchaser other than a party to the Shareholders' Agreement. In the event that Xxxxxx Xxxxxxxx, Xxxxxx Xxxxx and Novacap do not deliver the acknowledgements and waivers within the period provided, then the parties agree that the merger shall proceed by way of Amalgamation in the manner outlined in Exhibit E, and each of the parties agree that in such event the provisions of Exhibit E shall apply.
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WAIVER OF SHAREHOLDER'S RIGHTS. Each of the Shareholders hereby irrevocably waives, on behalf of itself, its successors, direct and indirect shareholders, and assigns, any and all rights, entitlements and claims it may have with respect specifically to the appointment and designation of directors to the board of directors of the Company, pursuant to any arrangement, promise and or contract, whether written or oral, including any arrangements with any of the Company shareholders and/or pursuant to that certain Founders Agreement dated April 6, 2000, as amended, which was made by and between a Shareholder and other Company shareholders. The Shareholders further agree that they will not take any action in contravention with this Section 15 and any such right waived herein and to which they would have otherwise been entitled as of the date hereof, shall be null and void with no further force an effect following the Closing.
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Related to WAIVER OF SHAREHOLDER'S RIGHTS

  • Shareholder's Rights The Optionee shall have shareholder rights with respect to the Option shares only when Optionee has exercised this Option to purchase those shares and provided the Company with the letter of instruction specified in Section 4 of this Option.

  • Shareholders Rights Plan No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Waiver of Dissenters’ Rights Each Member hereby disclaims, waives and agrees, to the fullest extent permitted by law or the Act, not to assert dissenters’ or similar rights under the Act.

  • Disposition of Warrantholder's Rights In no event will the Warrantholder make a disposition of any of its rights to acquire Preferred Stock or Preferred Stock issuable upon exercise of such rights unless and until (i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Warrantholder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Preferred Stock or Preferred Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Preferred Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Warrantholder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Warrantholder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Warrantholder or holder of a share of Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Preferred Stock not bearing any restrictive legend.

  • 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.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • 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.

  • Dissenters’ Rights Shares outstanding immediately prior to the Effective Time, and held by holders who are entitled to demand appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive Merger Consideration, but shall, by virtue of the Merger, be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, that if any such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.6(e)), and such Shares shall not be deemed to be Dissenting Shares. Within ten days after the Effective Time, the Surviving Corporation shall provide each of the holders of Shares with the notice contemplated by Section 262 of the DGCL. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in, and direct all negotiations and Legal Proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

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