Insolvent Shareholder definition

Insolvent Shareholder has the meaning set forth in Clause 15.5;
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Insolvent Shareholder has the meaning set forth in Section 7.06(a).
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Insolvent Shareholder has the meaning set forth in Section 7.06(a). “Investment Agreement” has the meaning set forth in the recitals. “Liquidation Event” has the meaning set forth in Section 9.01. “Material Adverse Effect” means, with respect to a Party, a material adverse effect on the condition (financial or otherwise), business, assets, results of operations or prospects (considered on a consolidated basis) of such Party. “Organizational Documents” means, collectively, the Certificate of Incorporation and By-laws of the Company in effect on the Closing Date, as each may be amended, modified or supplemented from time to time in accordance with the terms thereof. “Owner Board” has the meaning set forth in Section 3.02(a). 4
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Examples of Insolvent Shareholder in a sentence

  • Taxation of Outbound TransactionsForeign tax credit; foreign income exclusions; indirect foreign tax credit (deemed paid system vs.

  • This share valuation shall be made in accordance with the provisions of Schedule C attached hereto within forty-two (42) days of the earlier of the date the Insolvent Shareholder advised the Remaining Shareholders in writing of the Insolvency and the date on which the Remaining Shareholders became aware of the Insolvency.

  • As promptly as practicable after any Shareholder’s exercise of such right (or if a Shareholder exercises such right before such determination of the Company Value, after such determination), such Shareholder and the Insolvent Shareholder shall enter into a customary purchase agreement for the purchase of such Shares.

  • If the Remaining Shareholders provide such notice, the transaction pursuant to said notice shall be completed within twenty (20) days after the date of the giving of notice at the Corporation's registered office where delivery of the Offered Shares shall be made by the Insolvent Shareholder with good title, free and clear of all liens, charges, and encumbrances.

  • The redemption price for the Shares shall be paid in cash fifteen Business Days from the day of final establishment of the value of the Shares and the Insolvent Shareholder undertakes to do such things and to execute such documents as shall be necessary or as the Redeeming Shareholder may reasonably request to give effect to the Transfer.

  • Notwithstanding any other provision of this Agreement, if any Insolvency Event occurs in relation to a Shareholder (the Insolvent Shareholder) other than CFH, CFH will be entitled to acquire some or all of the Insolvent Shareholder’s Shares (or nominate a Related Company or Third Party Buyer to acquire those Shares) for a purchase price equal to Fair Value (as determined in accordance with clause 17)of the Fair Value and clause 18 will not apply to that transfer.

  • Notwithstanding any other provision of this Agreement, if any Insolvency Event occurs in relation to a Shareholder (the Insolvent Shareholder) other than CFH, CFH will be entitled to acquire some or all of the Insolvent Shareholder’s Shares (or nominate a Related Company or Third Party Buyer to acquire those Shares) for a purchase price equal to Adjusted Fair Value (as determined in accordance with clause 17) and clause 18 will not apply to that transfer.

  • The Corporation shall be entitled to assign to the other Shareholders its right to purchase the Equity Securities of the Insolvent Shareholder, in whole or in part, in which event the provisions of Section 7.3 and 7.5 shall apply to the extent applicable (except that the price shall be "fair market value" as referred to above).

  • For the purposes of this Section 7.9, a determination by a majority of the Board that an Insolvent Shareholder has become insolvent or bankrupt shall be final and binding, subject to the right of arbitration set out in Section 11.11.

  • Notwithstanding the foregoing, if the Insolvent Shareholder is a member of the Norman Shareholder Group, the Orchid Entities shall not be required to buy the Insolvency Sale Shares from the Insolvent Shareholder and the remaining members of the Xxxxxx Shareholders Group shall instead have that obligation.


More Definitions of Insolvent Shareholder

Insolvent Shareholder has the meaning given to it in Section 7.9(a);
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Insolvent Shareholder means a Shareholder which: (a) is the subject of an interim order under the Insolvency Xxx 0000; (b) has made any arrangement or composition for the benefit of its creditors which has not been discharged; (c) goes into liquidation whether voluntary or compulsory (save for the purpose of reconstruction or amalgamation without insolvency); (d) ceases payment on all or any class of its debts or a moratorium is agreed or delivered in respect of its indebtedness; (e) is, or is deemed for the purposes of the law to be, unable to pay its debts as they fall due or admits inability to pay its debts as they fall due; (f) suffers the enforcement of any security over any of its material assets; (g) is otherwise dissolved, wound up, or ceases to exist; (h) has an administrator or a receiver or an administrative receiver appointed in respect of the whole or any part of its undertaking or assets; or (i) is the subject of an analogous procedure or step in any other jurisdiction;
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Related to Insolvent Shareholder

  • Significant Shareholder means a person or company that has beneficial ownership of, or control or direction over, whether direct or indirect, or a combination of beneficial ownership of, and control or direction over, whether direct or indirect, securities of an issuer carrying more than 10 per cent of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution;

  • Interested Shareholder means any Person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that (i) is the owner of 15% or more of the outstanding voting Shares of the Company, or (ii) is an affiliate or associate of the Company and was the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder, and the affiliates and associates of such Person; provided, however, that the term “interested Shareholder” shall not include (x) any Person who (A) owned Shares in excess of the 15% limitation set forth herein as of, or acquired such Shares pursuant to a tender offer commenced prior to, the date of registration by the Registrar of the notice of adoption of the Articles, which set forth this Article 25, or pursuant to an exchange offer announced prior to the aforesaid date and commenced within 90 days thereafter and either (I) continued to own Shares in excess of such 15% limitation or would have but for action by the Company or (II) is an affiliate or associate of the Company and so continued (or so would have continued but for action by the Company) to be the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder or (B) acquired said Shares from a Person described in item (A) of this paragraph by gift, inheritance or in a transaction in which no consideration was exchanged; or (y) any Person whose ownership of Shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Company; provided that such Person shall be an interested Shareholder if thereafter such Person acquires additional Shares of voting Shares of the Company, except as a result of further corporate action not caused, directly or indirectly, by such Person. For the purpose of determining whether a Person is an interested Shareholder, the voting Shares of the Company deemed to be outstanding shall include Shares deemed to be owned by the Person through application of Article 23.3(i) but shall not include any other unissued Shares of the Company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. Any determination made by the Board of Directors as to whether any Person is or is not an interested shareholder shall be conclusive and binding upon all shareholders of the Company.

  • Significant Stockholder means Allied Irish Banks, p.l.c., a limited liability company incorporated under the laws of Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any successor thereto.

  • Company Shareholder means a holder of Company Shares.

  • Ordinary Shareholder means a holder of ordinary shares;

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

  • substantial shareholder means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;

  • 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).

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

  • Preferred Shareholder means any holder of Preferred Shares.

  • 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).

  • Controlling Shareholder means any shareholder owning more than fifty

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • 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.

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • Interested Stockholder means, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

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

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • 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).

  • 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.

  • Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • 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.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).