Affected Shareholder definition

Affected Shareholder means a shareholder whose shares are cancelled by means of the power referred to in point (j) of Article 56(1);

Affected Shareholder has the meaning set forth in Section 5.8.

Affected Shareholder has the meaning specified in Section 3.1(d).

Examples of Affected Shareholder in a sentence

• If such other Shareholder notifies the Affected Shareholder that it is not interested in entering into such negotiations or if no agreement for the sale of the Divestiture Assets to the JV is reached during the Exclusive Negotiation Period, the Affected Shareholder shall be free to negotiate with any other Person or Persons and to consummate, in one or more transactions, the Divestiture.

• Any Non-Affected Shareholder may give notice in writing to the Company within 30 Business Days of the date on which notice is given in accordance with Clause 15.2 (or of the date on which the Non-Affected Shareholder becomes aware of the Trigger Event if the Affected Shareholder fails to give notice in accordance with Clause 15.6) of its intention to exercise its option to purchase certain of the Shareholder Instruments held by the Affected Shareholder (an Option to Purchase Notice).

• Notwithstanding any other provisions of this Schedule 4, the Affected Shareholder shall not be obliged to Transfer any Shareholder Instruments pursuant to this Schedule 4 unless all of its Shareholder Instruments are acquired pursuant to this Schedule 4 at the same time.

• If such offer of negotiation is accepted, for a period of sixty (60) days following such notice (the “Exclusive Negotiation Period”), the Affected Shareholder shall negotiate in good faith exclusively with the other Shareholder (which period shall be extended for up to an additional thirty (30) days in the event that the Parties are making substantial progress toward completion of the terms of a binding agreement) on behalf of JVCO regarding the sale of the Divestiture Assets to a JV Company.

More Definitions of Affected Shareholder

Affected Shareholder means: (i) a Beneficiary or Incapacitated Shareholder, (ii) a Shareholder, who is or was employed by the Company (or its Affiliates), at the time such Shareholder attains the age 62 and (iii) a Shareholder whose employment with the Company (or any Affiliate) is terminated other than for cause.

Affected Shareholder has the meaning given in clause 9.5;

Affected Shareholder shall have the meaning set forth in Section 11.3(a).

Affected Shareholder as defined in clause 33; "Agreed Retirement Circumstances" in respect of any of Xxxx Xxxxxxxx, Xxx Xxxxxxxx, Xxxx Xxxxxx and Xxx Xxxxxxx, where such person becomes a Leaver and each of the following conditions are met: (a) such person remains an employee, director or consultant of a Group Company until at least three years following the date of Completion (notwithstanding that, for part of such period, such person may have given or received notice to terminate their employment, directorship and/or engagement); (b) such person gives at least 12 months' notice to terminate their employment, directorship and/or engagement (as applicable), such notice not to be given prior to the second anniversary of Completion; (c) at the time such person gives notice to terminate their employment, directorship and/or engagement (as applicable), none other of Xxxx Xxxxxxxx, Xxx Xxxxxxxx, Xxxx Xxxxxx or Xxx Xxxxxxx (as applicable) has given notice to terminate their employment, directorship and/or engagement (as applicable) in the prior 12 months (and, if more than one of such four individuals gives notice to terminate in any 12 month period, the Agreed Retirement Circumstances will only apply to the first such person to give notice of termination in that 12 month period); (d) such person has complied in all material respects with all restrictive covenants in the Share Purchase Agreement, this Deed, any applicable employment or service agreement or any other agreement with any Group Company; (e) such person has used reasonable efforts to implement an appropriate succession plan with the Company (such plan to be approved in writing by Xxxxxxx and the Board); and (f) such person resigns by reason of Bona Fide Retirement;

Affected Shareholder has the meaning given to it in clause 14.2(a); "Affiliate" means in relation to:

Affected Shareholder shall have the meaning ascribed to it in Section 8.4. “Affiliate Agreements”: shall mean any Agreement between the Venture and any of its Shareholders or any of their respective Affiliate Companies. “Affiliate Company”: shall mean, with respect to any Shareholder, any other Person who, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person, excluding, with respect to Globosat, Globosat’s Ventures. “Agreement”: shall mean any oral or written contract, agreement, covenant, commitment, arrangement, understanding, settlement, indenture, note, bond, loan, instrument, lease, guarantee, conditional sales contract, mortgage, deed of trust, security agreement, license fee, franchising or insurance policy, in each case as amended, supplemented, waived or otherwise modified from time to time. “ANATEL”: shall mean the Brazilian telecommunications agency (Agencia Nacional de Telecomunicações). “Annual Budget”: shall have the meaning ascribed to it in Section 6.2. “Annual Business Plan”: shall have the meaning ascribed to it in Section 6.2. “Assets”: shall mean all assets, tangible or not, related to distribution and/or any other form of exploitation of Adult Content and channels via Television and Other Media in Brazil. “Back-Office Services”: shall mean any back-office service, including, but not limited to, administrative, financial, accounting, data processing, legal, commercial, human resources and marketing. “Board of Officers”: shall mean, with respect to the Venture, the Diretoria referred to in article 143 of the Brazilian Corporate Law, and with respect to any other Person, the board of officers or other similar body. “Brazil”: shall mean the Federative Republic of Brazil (República Federativa do Brasil). “Brazilian Channels”: shall mean Sexy Hot channel and any other channel that the Venture decides to launch, which is originally produced and/or distributed through Television in Brazil. 4

Affected Shareholder means a Shareholder whose tax returns are adjusted in a manner which gives rise to an obligation of the Company pursuant to Paragraph 4.