Outgoing Shareholder definition

Outgoing Shareholder has the meaning given in sub-clause 5.3(b) (Removal of/ change to nominated Directors);
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Outgoing Shareholder means the Shareholder who is insolvent, an undischarged bankrupt, deceased or permanently incapacitated, and its permitted heirs and executors. "permanent incapacity" shall mean mental or physical incapacity of such a degree that two registered medical practitioners have certified that, in their opinion, the Shareholder is permanently incapable of engaging in or continuing to engage in the day to day operation of the Company.
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Outgoing Shareholder has the meaning given to it in sub-clause 5.3(b) (Removal of/change to nominated Directors); [Parent means Meridiam Infrastructure Europe III SLP;] Principal Funding Agreement means the [insert definition of Common Terms Agreement/Credit Agreement];
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Examples of Outgoing Shareholder in a sentence

  • In the event of the insolvency, bankruptcy, death or permanent incapacity of an Outgoing Shareholder, the Continuing Shareholder may exercise the option contained in clause 17.3 hereof.

  • Each Party shall be entitled to enforce the Shareholders’ Agreement against the New Shareholder and the New Shareholder shall be entitled to all rights and benefits of the Out-going Shareholder under the Shareholders’ Agreement in each case as if the New Shareholder had been an original party to the Shareholders’ Agreement since the date thereof.

  • The New Shareholder hereby covenants with all the other Parties to adhere to and be bound by all the duties, burdens and obligations of a party to the Shareholders’ Agreement holding the same amount of the Shares as the Out-going Shareholder pursuant to the provisions of the Shareholders’ Agreement and all documents expressed in writing to be supplemental or ancillary thereto as if the New Shareholder had been an original party to the Shareholders’ Agreement since the date thereof.

  • Upon the exercise of the Put Option by any Outgoing Shareholder, the Company shall assign such amount of Loan equivalent to the Put Option Consideration such Option Shares to the relevant Outgoing Shareholder.

  • For the purposes of this paragraph:(a) “ Final Shareholding Proportion” means the shareholding proportion of the Company, Neutral Shareholders and Outgoing Shareholders, calculated by dividing the number of Shares held by the respective Company, Neutral Shareholder and Outgoing Shareholder by the Final Number of Shares; and (b) “Final Number of Shares” means 179,315 Shares less the number of Option Shares over which the Put Option was exercised.

  • Penny, 157 N.C. 110, 115, 72 S.E. 964, 966 (1911) (“The law would not permit him to act in any such double capacity to appropriate business for himself belonging legitimately to his corporation and to reap the profits of it.”); Seraph Garrison v.

  • The Put Option can be exercised individually by each Outgoing Shareholder.


More Definitions of Outgoing Shareholder

Outgoing Shareholder has the meaning given to it in sub-clause 5.3(b) (Removal of/ change to nominated Directors); Principal Funding Agreement means the [insert definition of Common Terms Agreement/Credit Agreement]; Project has the meaning given to it in clause 3.1(b) (The business of the Company and Project Co and details of the Company and Project Co);
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Outgoing Shareholder has the meaning given to it in clause 31.2(c).
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Outgoing Shareholder any person who ceases to be a Shareholder of the Company for any reason; “Outstanding Shares” the number of outstanding shares of common stock of Ambac as of the final day of the Trading Period as reported by the Transfer Agent; "PRA" the Prudential Regulation Authority or any successor body; "Previous Shareholders' Agreement" the shareholders' agreement relating to the Company dated 30 August 2020, as amended and restated on 11 November 2020, 10 May 2021 and 3 January 2023, and amended on 1 September 2023, as amended from time to time; "Process Agent" as defined in clause 38.1; “Prohibited Transferee” any person with whom any Shareholder is prohibited or restricted from doing business or from dealing whether by law or regulation; "Proposed Buyer" a bona fide arm's length third party purchaser on arm's length terms; "Proposed Transfer" as defined in clause 13.5.1; "Put Option" as defined in clause 13.2.2; "Reference Date" as defined in clause 11.9.5; “Registrable Securities” as defined in clause 13.2.14(a); "Regulatory Authority" the FCA, PRA and Lloyd's or any other competent governmental, statutory or regulatory authority having regulatory or supervisory authority or jurisdiction or control over a party in relation to the
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Related to Outgoing Shareholder

  • Company Shareholder means a holder of Company Shares.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

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

  • Controlling Shareholder means any shareholder owning more than fifty

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

  • 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 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.

  • 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;

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