SPE Shareholders definition
Examples of SPE Shareholders in a sentence
The failure of the SPE Shareholders to respond within such 30-day period shall be deemed to be a waiver of their rights to purchase the Offered Shares.
If the SPE Shareholders elect to exercise the Call Option, they shall do so by delivering a written notice (an “Option Notice”) to the Non-SPE Shareholders by no later than the last day of the Call Option Period.
The SPE Shareholders and the Non-SPE Shareholders shall direct their respective depository participants not to accept any instruction slip or delivery slip or other authorization for transfer contrary to the terms of this Agreement.
Any such off-set or payment direction shall be made in good faith and only if the SPE Shareholders have delivered to the Non-SPE Shareholders a reasonably detailed notice of the basis for such off-set or payment direction, at least three Business Days prior to the due date for payment of such amount.
The Exercise Option Notice shall state the election of the SPE Shareholders to exercise the Exercise Option to purchase all the Underlying Shares without any conditions (other than those contemplated by this Agreement, which need not be stated in any such Exercise Option Notice).
No Shareholder shall have any obligation or commitment to make any Capital Contributions or otherwise provide funds to the Company, except that if the Company proposes to raise Share Capital through a preferential allotment in favour of the SPE Shareholders and/or otherwise, the Non SPE-Shareholders shall not oppose such proposal and shall exercise the voting of their Shares to approve such preferential allotment.
At any time during the Exercise Period, the SPE Shareholders may purchase the Underlying Shares by delivering a written notice (an “Exercise Notice”) to the Underlying Shares Sellers and the Company by no later than the last day of the Exercise Period.
The escrow account shall be established with Citibank, or other bank designated by the SPE Shareholders, to be held until such time as a Adjudicated Decision is issued that entitles the SPE Shareholders to compensation or reimbursement for any Losses or pursuant to a mutual settlement agreement of the Parties, at which time the funds in the escrow account shall be distributed in accordance with the Adjudicated Decision or the mutual settlement agreement, as applicable.
Without limiting the foregoing, the Company and the Non-SPE Shareholders agree that the SPE Shareholders may cause the Company and its subsidiaries to adopt policies and procedures that reflect the requirements of and/or best practices under applicable Anti-Bribery Laws.
In addition, the SPE Shareholders shall be entitled to receive, and the Non-SPE shareholders shall direct that the Company shall pay on a pro rata basis to the SPE Shareholders or the escrow agent, as applicable, any such unrecouped claim for Losses on the same basis as set forth above, and the Non-SPE Shareholders shall be deemed to waive their rights to such dividends.