Shareholders Direct Agreement definition

Shareholders Direct Agreement means the direct agreement entered into between the Secretary of State, IP OpCo, IP HoldCo, Bazalgette Equity Limited, Bazalgette Ventures Limited and the Private Sector Shareholders (as defined therein) dated on or about the date of this Agreement;
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Shareholders Direct Agreement means the direct agreement entered into between the Secretary of State, Bazalgette Equity Limited, Bazalgette Ventures Limited, IP OpCo, IP HoldCo and the Private Sector Shareholders (as defined therein) dated on or around the date of this Agreement;
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Shareholders Direct Agreement means the direct agreement entered into between, among others, the Infrastructure Provider and the Secretary of State dated on or about Licence Award;
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Examples of Shareholders Direct Agreement in a sentence

  • If the effect of any proposed bona fide arm's length Transfer of any Junior Capital to a third party by any Private Sector Shareholder (the "Selling Shareholder") would result TTT GSP – Shareholders Direct Agreement Schedule 4 – Secretary of State Transfers in granting such third party a Controlling Interest (the "Triggering Transfer"), the Selling Shareholder shall serve a Sale Notice in accordance with paragraph 1.13.

  • In consideration of the Adhering Party being accepted as a party for the purposes of the Shareholders Direct Agreement by the parties thereto, as from [insert date] (the "Adherence Date") the Adhering Party hereby confirms that it shall be a party to the Shareholders Direct Agreement and agrees to be bound by all of the relevant provisions of the Shareholders Direct Agreement from the Adherence Date.

  • The Adhering Party confirms it has provided the executed power of attorney required by clause 19.3 of the Shareholders Direct Agreement on the date of this Deed.

  • TTT GSP – Shareholders Direct Agreement Schedule 1 – Reserved Matters A1 Any material changes to the Business Plan, including a change that results in: (a) an increase to costs contemplated by the Business Plan of more than £10 million; and (b) a delay to the System Acceptance Date contemplated by the Business Plan of greater than 60 Business Days, when taken together with all related or connected changes to the Business Plan.

  • The right of the Secretary of State to Transfer Junior Capital pursuant to clause 13 (Secretary of State rights of sale) of the Shareholders Direct Agreement does not affect the Secretary of State's obligations to provide the Aggregate Commitment pursuant to clause 5.1.

  • The Adhering Party makes all those warranties and representations, which are listed in full in clause 7 of the Shareholders Direct Agreement, to each of the persons whose names are set out in the Schedule to this Deed.

  • TTT GSP – Shareholders Direct Agreement Schedule 6 – Form of power of attorney THIS DEED is made on [insert date] by [insert company name and registration number] a company registered in [insert country of registration] whose [registered] office is at [insert address] (the "Principal").

  • Such metrics are reported with the Principal focusing his/her monthly update on performance in operational, financial, employee, or other stakeholder categories.

  • If the Contract Representatives have failed to reach agreement on a Dispute within the timeframe set out in paragraph 1, then the Dispute shall be notified to the following contacts (the "Senior Representatives") of the Parties: | | TTT GSP – Shareholders Direct Agreement Schedule 5 –Dispute Resolution Process | | | | | or any substitute address or department or officer as any Party may notify in writing to each of the other Parties by not less than five (5) Business Days' notice.

  • Each Dispute shall be notified in the first instance to the following contacts (the "Contract Representatives") of the Parties TTT GSP – Shareholders Direct Agreement Schedule 5 –Dispute Resolution Process or any substitute address or department or officer as any Party may notify in writing to each of the other Parties by not less than five (5) Business Days' notice.


More Definitions of Shareholders Direct Agreement

Shareholders Direct Agreement means the Amended and Restated Shareholders' Direct Agreement dated as of February 25, 1997.
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Related to Shareholders Direct Agreement

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Direct Agreement means a written agreement entered into

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Shareholders Agreement has the meaning set forth in the recitals.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

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

  • Member Agreement means collectively the Membership and Account Agreement and any other account information provided to you by us from time to time.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Designated Broker Agreement means an agreement between the Manager, on behalf of the ETFs, and a Designated Broker;

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Investment Management Agreement or IMA means the Investment Management Agreement (IMA) dated December 9, 2002, executed between UTI Trustee Company Private Limited and UTI Asset Management Company Limited.

  • Company Shareholders means holders of Company Shares.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.

  • 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.

  • Controlling shareholding means not less than 51% of the voting rights or paid up share capital in the Company/Consortium.

  • 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).

  • Locked-Up Shareholders means the Persons who are party to the Lock-Up Agreements.

  • Shareholders’ Representative has the meaning set forth in the Preamble.