Excluded Shareholders Sample Clauses

The 'Excluded Shareholders' clause defines specific shareholders who are not subject to certain rights, obligations, or provisions within an agreement. Typically, this clause lists or describes categories of shareholders—such as affiliates, founders, or those holding a minimal number of shares—who are exempt from particular terms like tag-along or drag-along rights. By clearly identifying which shareholders are excluded, the clause ensures that only relevant parties are bound by or benefit from specific contractual provisions, thereby preventing unintended application and promoting clarity in the agreement.
Excluded Shareholders. The attention of Excluded Shareholders (being Overseas Shareholders and Sanctions Restricted Persons) is drawn to the paragraph titled “Excluded Shareholders” in Part 2 of this document. Overseas Shareholders will not receive a copy of the Aurora Prospectus unless they have satisfied the Directors and the Aurora Directors that they are entitled to receive and hold New Aurora Shares without breaching any relevant securities laws and without the need for compliance on the part of the Company or Aurora with any overseas laws, regulations, filing requirements or the equivalent. Sanctions Restricted Persons will not receive a copy of the Aurora Prospectus. Excluded Shareholders will not receive New Aurora Shares pursuant the Scheme in circumstances in which the Liquidators and/or Aurora acting reasonably consider that, notwithstanding that Excluded Shareholder’s entitlement to such New Aurora Shares under the Scheme, any such issue of New Aurora Shares to that Excluded Shareholder would or may involve a breach of the securities laws or regulations of any jurisdiction, or if the Liquidators and/or Aurora reasonably believes that the same may violate any applicable legal or regulatory requirements or may require Aurora to become subject to additional regulatory requirements (to which it would not be subject but for such issue) and the Liquidators and/or Aurora, as the case may be, have not been provided with evidence reasonably satisfactory to them that the relevant Excluded Shareholders is permitted to hold New Aurora Shares under any relevant securities laws or regulation of such overseas jurisdictions (or that Aurora would not be subject to any additional regulatory requirements to which it would not be subject but for such issue). To the extent that such an Excluded Shareholder would otherwise receive New Aurora Shares under the Scheme either because no Election, or a partial Election, for the Cash Option was made, or because an Excess Application was scaled back, then: (a) each such Excluded Shareholder that has elected for at least their pro rata Basic Entitlement under the Cash Option will have their election treated in the same manner as any other Shareholder’s election for cash, and will be deemed to have elected to receive New Aurora Shares for the remainder of their Ordinary Shares; (b) each such Excluded Shareholder that has not elected to receive cash under the Cash Option, or has elected for less than their pro rata Basic Entitlement, will be deemed...
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Excluded Shareholders. 9.4.1. ▇▇▇▇ Equipment has been advised by IAB that there are Bell Equipment Shareholders who are related to the founding family of Bell Equipment, and some third parties, holding or controlling between them, as at the Signature Date, 14 169 896 (fourteen million one hundred and sixty nine thousand eight hundred and ninety six) Bell Equipment Ordinary Shares representing 14,82% (fourteen point eight two per cent) of the total issued share capital of Bell Equipment, who will be excluded from the Scheme and who will thus retain their Bell Equipment Ordinary Shares (the “Excluded Shareholders”). 9.4.2. These Excluded Shareholders have agreed to be and the TRP has (to the extent required) approved them being, excluded from the Scheme . As at the Signature Date the Excluded Shareholders are: ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ (Non-Executive Chairman of the Board) 253 600 ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 29 500 ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ 29 259 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ 27 300 ▇▇▇▇, ▇▇▇▇▇▇▇ 25 000 ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ 23 400 ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ 5 400 ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ (chief executive) 2 598 ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ 2 821 ▇▇▇▇, ▇▇▇▇▇▇▇ 301 ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Capital (Pty) Ltd Zenithar (Pty) Ltd Peresec Prime Brokers (Pty) Ltd 100 4,781,899 4 516 347 4 472 371 Total 14 169 896 10. SALIENT TERMS AND CONDITIONS OF THE SCHEME
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Excluded Shareholders. The issue of New Aurora Shares to persons resident in or citizens of jurisdictions outside the UK may be affected by the laws of the relevant jurisdiction. Such Shareholders should inform themselves about and observe any legal requirements in the relevant jurisdiction. In particular: (a) the New Aurora Shares have not been, and will not be, registered under the US Securities Act, or the securities laws of any state or other jurisdiction of the United States, and the New Aurora Shares may not be offered, sold, resold, pledged, delivered, assigned or otherwise transferred, directly or indirectly, into or within the United States, or to or for the benefit of any US Persons, except pursuant to an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States; (b) the New Aurora Shares have not been, and will not be, registered under the securities laws of any of Australia, Canada, Japan, New Zealand, the Republic of South Africa or any EEA member state, or their respective territories or possessions. Accordingly, the New Aurora Shares may not (unless an exemption from such legislation or such laws is available) be offered, sold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa or any EEA member state, or their respective territories or possessions; (c) there has not been and will be no public offer of the New Aurora Shares in the United States; (d) Aurora has not been, and will not be, registered under the US Investment Company Act and investors in the New Aurora Shares will not be entitled to the benefits of the US Investment Company Act; and (e) no offer is being made, directly or indirectly, under the Scheme, in or into by the use of mails, or by means of instrumentality (including, without limitation, facsimile, or transmission, telex or telephone) of interstate or foreign commerce, or of any facility in a national securities exchange, of the United States (unless an exemption from such legislation or such laws is available), Australia, Canada, Japan, New Zealand, the Republic of South Africa or any EEA member state, or their respective territories or possessions. It is the responsibility of Shareholders with registered addresses outside the UK to satisfy themselves as to the observance of the laws of the relevant jurisdiction in connection with the issue of New Aurora Shares...
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Excluded Shareholders. 5.1 Unless the Board otherwise resolves having taken account of the opinion of its legal advisers of the relevant jurisdictions in which the Overseas Shareholders are situate, the Company shall, on or within two business days after the Prospectus Documents are posted to Qualifying Shareholders in accordance with Clause 4.1(3), post copies of the Prospectus (without the Provisional Allotment Letter or the Excess Application Form) marked “For Information Only” to the Excluded Shareholders. 5.2 The Company shall provisionally allot the Rights Shares, which represent the entitlements of the Excluded Shareholders to a nominee of the Company in nil-paid form and the Company shall procure that such nominee shall endeavour to sell the rights as soon as practicable after dealings in nil-paid Rights Shares commence and in any event on or before the last day of dealings in nil-paid Rights Shares at a net premium (nil-paid). If and to the extent that such rights can be so sold, the nominee shall account to the Company for the net proceeds of sale (after deducting the expenses of sale, if any), on the basis that the net proceeds after deducting the expenses of sale (if any) attributable to the sale of the Rights Shares that would otherwise have been allotted to the Excluded Shareholders shall be distributed pro rata to their shareholdings as at the Record Date (but rounded down to the nearest cent) to the Excluded Shareholders provided that individual amounts of HK$100 or less shall be retained by the Company for its own benefit. Any of such nil-paid rights which are not sold as aforesaid will be dealt with as Rights Shares not accepted in accordance with Clauses 6.2 and 6.3.
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Related to Excluded Shareholders

  • Excluded Shares Notwithstanding anything herein to the contrary, the Exercise Price shall not be adjusted pursuant to this Section 9.2 by virtue of the issuance and/or sale of Excluded Shares, which shall mean the following: (a) Shares issuable upon the exercise of the Warrants; (b) Shares, Options or Convertible Securities to be issued and/or sold to employees, advisors (including, without limitation, financial, technical and legal advisers), directors, or officers of, or consultants to, the Company or any of its subsidiaries pursuant to a share grant, share option plan, share purchase plan, pension or profit sharing plan or other share agreement or arrangement existing as of the date hereof or approved by the Company's Board of Directors (if any, otherwise by the Managers); (c) the issuance of Shares, Options and/or Convertible Securities pursuant to Options and Convertible Securities outstanding as of the date of this Warrant; (d) the issuance of Shares, Options or Convertible Securities as a share dividend or upon any subdivision or combination of Shares or Convertible Securities; (e) the issuance of Shares, Options or Convertible Securities in connection with strategic partnerships or other business and/or product consolidations or joint ventures and (f) the issuance of Shares, Options or Convertible Securities by the Company in connection with a contemplated equity financing currently in progress as of the date hereof. For all purposes of this Section 9.2, all Shares of Excluded Shares shall be deemed to have been issued for an amount of consideration per Share equal to the initial Exercise Price (subject to adjustment in the manner set forth in Section 9.1). In addition, if the amount of any adjustment pursuant to this Section 9 shall be less than two cents (24) per Warrant Share no adjustment to the Exercise Price or to the number of Warrant Shares issuable upon the exercise of the Warrants shall be made; provided,

  • Additional Stockholders In connection with the issuance of any additional equity securities of the Company to any Person, the Company may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a "Stockholder" under this Agreement by obtaining the consent of the holders of a majority of the Common Stockholder Shares and an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a "Stockholder" party to this Agreement.

  • Dissenting Shareholders Any holder of shares of Target Common Stock issued and outstanding immediately prior to the Effective Time with respect to which dissenters’ rights, if any, are available by reason of the Merger pursuant to Section 262 of the DGCL or Chapter 13 of the California Corporations Code (the “CCC”) who has not voted in favor of the Merger or consented thereto in writing and who complies with Section 262 of the DGCL or Chapter 13 of the CCC (the “Target Dissenting Shares”) shall not be entitled to receive any Series B Preferred Stock pursuant to this ARTICLE II, unless such holder fails to perfect, effectively withdraws or loses its dissenters’ rights under the DGCL or the CCC. Such holder shall be entitled to receive only such rights as are granted under Section 262 of the DGCL or Chapter 13 of the CCC, as applicable. If any such holder fails to perfect, effectively withdraws or loses such dissenters’ rights under the DGCL or the CCC, as applicable, such Target Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive that number of shares of the Series B Preferred Stock to which such shares of Target securities are entitled pursuant to this ARTICLE II, in each case without interest. Prior to the Effective Time, the Target shall give Orion prompt notice of any written demands for appraisal pursuant to Section 262 of the DGCL or Chapter 13 of the CCC, as applicable, received by the Target, withdrawals of any such written demands and any other documents or instruments received by the Target in connection therewith. Orion shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the Target shall not, except with the prior written consent of Orion, which consent shall not unreasonably be withheld or delayed, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any payments made with respect to Target Dissenting Shares shall be made solely by the Surviving Corporation, and no funds or other property shall be provided by Target, Orion or Merger Sub for such payment.

  • Company Shareholders Meeting (a) The Company shall take all action necessary under all applicable Legal Requirements to call, give notice of, convene and hold a meeting of the holders of Company Common Stock to consider, act upon and vote upon the approval of this Agreement and of the Merger (the "Company Shareholders' Meeting"). The Company Shareholders' Meeting will be held as promptly as practicable and in any event within 45 days after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall ensure that the Company Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders' Meeting are solicited, in compliance with all applicable Legal Requirements. The Company's obligation to call, give notice of, convene and hold the Company Shareholders' Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the withdrawal, amendment or modification of the recommendation of the board of directors of the Company with respect to the Merger, except as is required by applicable law. (b) Subject to Section 5.2(c): (i) the board of directors of the Company shall unanimously recommend that the Company's shareholders vote in favor of and approve this Agreement and the Merger at the Company Shareholders' Meeting; (ii) the Joint Proxy Statement shall include a statement to the effect that the board of directors of the Company has unanimously recommended that the Company's shareholders vote in favor of and approve this Agreement and the Merger at the Company Shareholders' Meeting; and (iii) neither the board of directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Parent, the unanimous recommendation of the board of directors of the Company that the Company's shareholders vote in favor of and approve this Agreement and the Merger. For purposes of this Agreement, said recommendation of the board of directors of the Company shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous. (c) Nothing in Section 5.2(b) shall prevent the board of directors of the Company from withdrawing, amending or modifying its unanimous recommendation in favor of the Merger at any time prior to the approval of this Agreement by the Required Company Shareholder Vote if (i) a Superior Offer is made to the Company and is not withdrawn, (ii) neither the Company nor any of its Representatives shall have violated any of the restrictions set forth in Section 4.4, and (iii) the board of directors of the Company concludes in good faith, after consultation with its outside counsel, including discussion of applicable legal standards

  • Dissenting Stockholders Notwithstanding anything in this Agreement to the contrary, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration for each such share, in accordance with Section 3.1, without interest. The Company shall give Parent prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Stockholders’ rights of appraisal, and, at Parent’s expense, Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.