Examples of Initiating Shareholder in a sentence
Without limiting the foregoing, if the Liquidity Event is structured as a sale of assets or a merger or consolidation, the other Shareholders will waive any appraisal rights which they may have in connection therewith, and if the proposed Liquidity Event is structured as or involves a sale or redemption of Ordinary Shares, each of the other Shareholders will agree to sell its Ordinary Shares on the terms and conditions approved by the Initiating Shareholder.
Each Shareholder agrees that it shall perform all obligations of such Shareholder under the agreement resulting from acceptance of the Initial Offer in accordance with its terms and shall ratify and confirm all acts that the Initiating Shareholder or any Participating Shareholder may do or cause to be done pursuant to the foregoing provided it is consistent with the Initiating Shareholder’s or any Participating Shareholder’s rights pursuant to this Agreement.
Subject to Section 9.2.2, at any time after the First Standstill Date, any of Fairfax, ACON and, if at the relevant time the ACM Funding Threshold has been met, ACM (an “Initiating Shareholder”) shall have the right, upon written notice (an “Initiating Notice”) to the Corporation and each other Shareholder, to advise the Corporation and the other Shareholders that the Initiating Shareholder wishes to have the Corporation undertake and effect a Liquidity Event.
If the Initiating Shareholder does not provide the notice accepting a ROFO Liquidity Offer within such 15 Business Day period, then the Initiating Shareholder is deemed to have rejected such ROFO Liquidity Offer at the expiry of such period, and such ROFO Liquidity Offer shall terminate and be of no further force or effect at the expiry of such 15 Business Day period (or, if earlier, at the time the Initiating Shareholder otherwise provides a notice it is rejecting such offer).
If the Initiating Shareholder accepts the ROFO Liquidity Offer within such specified time period, then the purchase and sale of the Shares shall be completed in accordance with the ROFO Liquidity Offer or otherwise in accordance with Section 8.11 on the 60th day (or such other day as agreed between the Initiating Shareholder and the purchasing Significant Shareholder Group(s)) after the Initiating Shareholder has agreed that it will sell its Shares pursuant to such ROFO Liquidity Offer.