GSK Shareholder Group definition

GSK Shareholder Group means: (i) GSK; (ii) the Associates of GSK from time to time; (iii) the SLPs; and (iv) the Associates of each SLP from time to time, each being a “member of the GSK Shareholder Group”;
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GSK Shareholder Group has the meaning ascribed to such term in the Preamble.
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Examples of GSK Shareholder Group in a sentence

  • Following the occurrence of an Insolvency Event affecting GSK, the SLPs shall, acting together, be entitled to nominate one of their members to act as a Primary Holder of GSK Shareholder Group for the purposes of exercising the rights conferred on a Primary Holder under this Agreement.

  • For the avoidance of doubt, subject to Section 4.8, where no Insolvency Event has occurred in respect of GSK, only GSK shall be entitled to act as the Primary Holder in respect of GSK Shareholder Group.

  • Notwithstanding the above, subject to Section 4.7, Shelf Underwriting Requests must be delivered by the applicable Primary Holder on behalf of any member of the Pfizer Shareholder Group or the GSK Shareholder Group, as applicable.

  • No amendment, waiver or other modification of, or consent under, any provision of this Agreement will be effective against the Company unless it is approved in writing by the Company, and no amendment, waiver or other modification of, or consent under, any provision of this Agreement will be effective against a member of Pfizer Shareholder Group or a member of the GSK Shareholder Group unless it is approved in writing by the applicable Primary Holder.

  • For the avoidance of doubt, any notice or other communication to be provided by the Pfizer Shareholder Group or any member thereof to the GSK Shareholder Group or any member thereof, or vice versa, under this Agreement may be provided to the applicable Primary Shareholder as representative of the other members of the Pfizer Shareholder Group or GSK Shareholder Group, as applicable.

  • Each member of the GSK Shareholder Group irrevocably waives any objection to any such court as is referred to in the foregoing sentence on grounds of inconvenient forum or otherwise with respect to the relevant proceedings and irrevocably agrees that a judgment or order of any such court in connection with such proceedings shall be conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

  • Without limiting the foregoing, in all cases, both prior to and following the satisfaction of the Allocation Basis Change Condition, the GSK Shareholder Group and the Pfizer Shareholder Group shall cooperate in good faith and coordinate with the applicable Financial Intermediaries to determine any applicable Scale Back and the corresponding allocation of Shares in accordance with this Agreement in advance of any such Sales.

  • Each of the Managers and the members of the GSK Shareholder Group agree that the indemnity letter entered into, on or about the date hereof, prior to the entry into this Agreement, (the “Indemnity Letter") shall terminate upon entry into this Agreement and shall be superseded by the indemnity in this Agreement and shall be of no further force and effect (save in respect of any accrued rights or liabilities which, for the avoidance of doubt, shall be subject to Clause 13(g)).

  • Each Manager will promptly notify the GSK Shareholder Group if at any time on or prior to the Closing Date any of the representations or warranties set out in Annex C ceases to be true and accurate in any respect or in the event that such Manager breaches any undertaking or fails to comply with any obligation under this Agreement.

  • Neither of the Managers has assumed or will assume an advisory or fiduciary responsibility in favour of the GSK Shareholder Group with respect to the Sale or the process leading to the Sale (irrespective of whether either of the Managers has advised or are currently advising the GSK Shareholder Group on other matters) and neither Manager has any obligation to the GSK Shareholder Group with respect to the Sale except the obligations expressly set out in this Agreement.

Related to GSK Shareholder Group

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Company Shareholder means a holder of Company Shares.

  • Company Shareholders means holders of Company 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).

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • 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.

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Parent Stockholders means the holders of Parent Common Stock.

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “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 Exchange Act, 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).

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

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Class A Shareholder means a holder of Class A Shares;

  • Major Shareholders Means a person who has an interest or interests in one or more

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Major Stockholder means any such Person.

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Holder Group means the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. Anything herein to the contrary, any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;