Fyffes Shareholders definition

Fyffes Shareholders means the holders of Fyffes Shares;
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Fyffes Shareholders the holders of Fyffes Shares;
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Examples of Fyffes Shareholders in a sentence

  • Without limiting clause 3.6 of the Transaction Agreement, in such event, such offer will be implemented on terms and conditions that are at least as favourable to the Fyffes Shareholders (except for an acceptance condition set at 80% of the nominal value of the Fyffes Shares to which such an offer relates and which are not already in the beneficial ownership of Chiquita so far as applicable) as those which would apply in relation to the Scheme.

  • On or prior to the date hereof, the Fyffes Board has determined that the transactions contemplated by this Agreement are fair to and in the best interests of Fyffes and the Fyffes Shareholders and has adopted a resolution to make, subject to Clause 5.3 and to the obligations of the Fyffes Board under the Takeover Rules, the Scheme Recommendation.

  • On or immediately after the Completion, IrHoldco shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the Fyffes Shareholders, evidence of shares in book entry form representing the aggregate Share Consideration.

  • Fyffes will then issue new Fyffes Shares to ChiquitaFyffes in place of the Cancellation Shares cancelled pursuant to the Scheme and ChiquitaFyffes will issue the Consideration Shares to former Fyffes Shareholders.

  • Subject to the Scheme becoming effective, Fyffes Shareholders will be able to share in the expected benefits arising from the synergies resulting from the transaction by means of the new shares they will receive in ChiquitaFyffes.

  • Notwithstanding any Fyffes Change of Recommendation under this Agreement, unless this Agreement has been terminated in accordance with Clause 9, Fyffes shall hold the Court Meeting and the EGM in accordance with Clause 3.1 for purposes of obtaining the approval of the Resolutions by the requisite majorities of Fyffes Shareholders, and nothing contained herein shall be deemed to relieve Fyffes of such obligation.

  • Clause 6.1(p)(viii) of the Fyffes Disclosure Schedule contains a true and complete list of all material Fyffes Owned Real Property and material Fyffes Leased Real Property (and (A) for each material Fyffes Owned Real Property, the location, street address, and name of the fee owner, and (B) for each material Fyffes Leased Real Property, the location, street address, and the names of the parties thereto).(q) Required Vote of Fyffes Shareholders.

  • No amendment of this Agreement shall be binding unless the same shall be evidenced in writing duly executed by each of the Parties, except that following approval by the Fyffes Shareholders or the Chiquita Shareholders there shall be no amendment to the provisions hereof which by Law requires further approval by the Fyffes Shareholders or the Chiquita Shareholders without such further approval nor shall there be any amendment or change not permitted under applicable Law.

  • Chiquita and Fyffes agree to use all reasonable endeavours acting in good faith to agree and implement the arrangements for the delivery to, and holding and settlement by, the Fyffes Shareholders of the Share Consideration with a view to facilitating holding and transfer of IrHoldco shares on an efficient and cost effective basis.

  • Under the Scheme (which will be subject to the Conditions set out in Appendix III to this announcement and which will also be set out in the Scheme Circular) Fyffes Shareholders will receive the Consideration Shares in return for the cancellation of the Cancellation Shares.The Scheme of Arrangement is an arrangement made between Fyffes and Fyffes Shareholders under section 201 of the Irish Companies Act 1963 and is subject to the approval of the Irish High Court.

Related to Fyffes Shareholders

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Existing Shareholders has the meaning set forth in the preamble.

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • Common Shareholders means the holders of the Common Shares.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Preferred Shareholders means the holders of Preferred Shares.

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Ordinary Shareholders means holders of Ordinary Shares;

  • Scheme Shareholders means the holders of Scheme Shares;

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Target Shareholders means the holders of Target Shares;

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Independent Shareholders means holders of Voting Shares, other than:

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Common Stockholders means holders of shares of Common Stock.