Kingsland Group definition
Examples of Kingsland Group in a sentence
The consideration to be paid to the Kingsland Group by either the Synergy Buyer or Synergy for the Tag-Along Shares pursuant to a transaction contemplated by this Section 4.04(a), shall be equal to Tag-Along Price (as defined in Section 4.04(b)).
Without limiting the foregoing, Kingsland shall have the power and authority on behalf of each member of the Kingsland Group to give any and all notices, consents, approvals or waivers, and to make or agree to make any and all amendments or modifications to this Agreement deemed by Kingsland in its sole discretion to be necessary or appropriate.
Each of the Kingsland Group and the Synergy Group shall each be identified as a “Group of Shareholders”.
Any transfer of such Common Shares by the Kingsland Group and the Synergy Group made in violation of the restrictions, limitations and rights provided in the Joint Action Agreement shall not be effective nor binding for the company, which shall refrain from recording the transfer in the shareholders’ book of the company.
The company shall cause the certificates of Common Shares that it may issue to the Kingsland Group and the Synergy Group to include the following printed sentence (in Spanish and in English): “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A JOINT ACTION AGREEMENT DATED AS OF SEPTEMBER 11TH, 2013, AS IT MAY BE AMENDED OR RESTRICTED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.
After such time as the Kingsland Group would no longer have the right to appoint any Kingsland Director pursuant to the provisions in paragraph (iv) of this Article 8, the Kingsland Group shall nevertheless retain the right to appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (but no other Person) to serve as non-Independent Director, until such time as the Kingsland Group owns less than 1% of the outstanding Common Shares of the Company.
For purposes of this Social Pact, the Kingsland Group shall be composed by Kingsland Holdings Limited, a company organized under the laws of the Commonwealth of the Bahamas (hereinafter “Kingsland”), or any other person part of Kingsland Group, as defined in the Joint Action Agreement of Avianca Holdings signed in September 11th of 2013 between Avianca Holdings S.A., Kingsland and Synergy Aerospace Corp.
The transfer and sale of Common Shares of the company by the Kingsland Group and the Synergy Group shall be subject to the restrictions, limitations, and rights provided in the Joint Action Agreement.
In the event of a vacancy among Non Independent Directors as a result of retirement, removal, resignation or death of a Director appointed by the Synergy Group or the Kingsland Group, such a vacancy shall be replaced by the Group of Shareholders that had designated the Non Independent Director who has generated the vacancy, at its sole option.
By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: President Schedule I SCHEDULE I – Ownership of Common Shares Name of Shareholder Number of Shares % Outstanding NewCo Group BRW Aviation LLC 515,999,999 78.1% Kingsland Group Kingsland Holdings Limited 144,800,003 21.9% United Group United Airlines, Inc.