Disposing Shareholder definition
Examples of Disposing Shareholder in a sentence
Such purchase shall be made at the highest price per share and on such other terms and conditions as the Proposed Purchaser has offered to purchase shares of the same class or series of shares as the Tag-Along Securities to be sold by the Disposing Shareholder or Shareholders.
The number of shares of the same class or series of shares as the Tag-Along Securities to be Transferred to the Proposed Purchaser by the Disposing Shareholder or Shareholders shall be reduced by the aggregate number of shares of the same class or series of securities as the Tag-Along Securities purchased by the Proposed Purchaser from the other Shareholders pursuant to the provisions of this Section 4.3(b).
In the event that a Transfer subject to this Section 4.3 is to be made to a Proposed Purchaser that is not a Shareholder, the Disposing Shareholder shall notify the Proposed Purchaser that the Transfer is subject to this Section 4.6 and shall ensure that no Transfer is consummated without the Proposed Purchaser first complying with this Section 4.3. It shall be the responsibility of each Disposing Shareholder to determine whether any transaction to which it is a party is subject to this Section 4.3.
The Notice of Transfer shall prove that the Disposing Shareholder has received a firm offer from the potential assignee and is satisfied in good faith that it may enter into a binding agreement on the Transfer in accordance with the terms of the Notice of Transfer.
No Disposition of such Shares shall be made on terms and conditions, including the form of consideration, different from those contained in the Tag Offer unless the Disposing Shareholder re-offers the Tag Shares subject to the Tag Offer to the Shareholders in accordance with this Section 4.