Nominee Shareholders Sample Clauses

The Nominee Shareholders clause establishes the arrangement where shares in a company are held by one party (the nominee) on behalf of another (the beneficial owner). In practice, this means the nominee is listed as the official shareholder in company records, but the actual rights and benefits of ownership belong to the beneficial owner, who may remain anonymous. This clause is commonly used to facilitate privacy, simplify administrative processes, or comply with regulatory requirements, ultimately ensuring that the true ownership interests are protected while maintaining flexibility in shareholding structures.
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Nominee Shareholders. Each member of Management, jointly and severally, covenants to the Purchaser that it shall promptly, upon the Purchaser’s request: (a) cause each VIE and each nominee shareholder(s) of each VIE (a “VIE Shareholder”) to execute an agreement (in form and substance reasonably satisfactory to the Purchaser) with the one or more persons designated by the Purchaser in writing (the “Purchaser Nominees”) to (i) increase the registered capital of such VIE and (ii) provide the Purchaser Nominees with the right to subscribe for such increase of registered capital (the transactions set forth in clause (i) and clause (ii), an “Onshore Capital Increase Transaction”), so that the Purchaser Nominees would own more than two-thirds of the equity interests in such VIE following the consummation of such Onshore Capital Increase Transaction; (b) cause the relevant VIE Shareholders, the relevant VIE and the PRC Subsidiary to amend the relevant Control Documents (in form and substance reasonably satisfactory to the Purchaser) to reflect each Onshore Capital Increase Transaction; (c) submit, or cause to be submitted, to the relevant PRC Governmental Authorities the application and other relevant documentation required to give effect to each Onshore Capital Increase Transaction and, upon the request of the Purchaser, the replacement of the legal representative and directors of each VIE and such VIE shall have received (i) an acknowledgement letter or (ii) equivalent consent in oral or other format reasonably satisfactory to the Purchaser from such Governmental Authorities evidencing the receipt of such documentation; and (d) cause the VIE Shareholders of each VIE to enter into a call option agreement (in form and substance reasonably satisfactory to the Purchaser) with the relevant Purchaser Nominees pursuant to which such Purchaser Nominees shall have the right (the “Purchase Right”) to acquire the remaining equity interest in such VIE held by such VIE Shareholders at an aggregate price equal to the book value of such VIE which is attributable to the remaining equity interest at the time such Purchaser Nominees exercise their Purchase Right; provided, that the Company shall be responsible for any Taxes incurred by the Management and/or the VIE Shareholders arising from or in connection with any actions taken by the Management pursuant hereto.
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Nominee Shareholders. Party B and Party C are the nominee shareholders designated by Party A for the Company, who hold Party A's Share in the Company for and on behalf of Party A's benefits.
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Nominee Shareholders. As soon as practicable after the date of this Agreement, but in no event later than February 28, 2018 (such period, the “Designation Period”), the Buyer will designate two Subsidiaries or Affiliates of the Buyer or other Persons selected by the Buyer to receive a de minimis portion of the Shares at the Closing (the “Nominee Shareholders”). The Buyer agrees to select Nominee Shareholders that do not have any adverse impact on the Sellers.
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Nominee Shareholders. Prior to the Closing, Seller shall cause each of the Affiliated Entities whose capital stock is owned in part by a Nominee Shareholder to enter into an agreement with each Nominee Shareholder, in form and substance reasonably satisfactory to Acquiror, providing for (i) the transfer of the shares held by such Nominee Shareholder to Acquiror (or a designee of Acquiror) when and as Acquiror deems such transfer to be necessary or appropriate and (ii) the ability of such Affiliated Entity to engage in Acquiror's normal cash management practices.
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Nominee Shareholders. To the extent any shares in an Alcon Group company are held by nominee directors or representatives appointed by Nestle, the Parties shall enter into appropriate arrangements for the transfer of such nominee shares to any replacement nominees designated by Alcon in such Alcon Group companies, as further set out in Section 3.4.3.
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Nominee Shareholders. In respect of any shareholders of the Operating Subsidiary other than the Company (each an “Nominee Shareholder”, and collectively, the “Nominee Shareholders”), each of the Class A Shareholder and the Class B Shareholder shall, and shall cause the Company to ensure that: (a) each Nominee Shareholder is and always shall be during the Term either the Class A Shareholder or an appointee of or a nominee approved by the Class A Shareholder and Class B Shareholder; (b) each Nominee Shareholder undertakes in writing to the Shareholders, the Company and the Operating Subsidiary that: (i) it shall not assign, transfer, exchange, Encumber or otherwise dispose of any share held by such Nominee Shareholder in the Operating Subsidiary (or any interest in therein) without the prior written consent of the Class A Shareholder; and (ii) it shall vote any shares held by it in the Operating Subsidiary as directed by the Company; and (c) each Nominee Shareholder is and always shall be during the Term a corporation or other entity formed outside of India. Any purported action taken by a Nominee Shareholder in contravention of the terms of this Section 17.1 shall be deemed to be null and void and shall not be recognized by the Shareholders, the Company or the Operating Subsidiary.
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Nominee Shareholders. If any Investment is not held in a Chargor's name (other than as a result of the operation of this Deed) the relevant Chargor shall procure the prompt delivery to the Lender of an irrevocable power of attorney, expressed to be given by way of security and executed as a deed, by the person in whose name that Investment is held. That power of attorney shall appoint the Lender and every Receiver as the attorney of the holder in relation to that Investment and shall be in a form approved by the Lender.
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Nominee Shareholders. 62 Section 8.16
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Related to Nominee Shareholders

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • Lost Shareholders GFS shall perform such services as are required in order to comply with Rules 17a-24 and 17Ad-17 (the “Lost Shareholder Rules”) of the Securities Exchange Act of 1934, including, but not limited to, those set forth below. GFS may, in its sole discretion, use the services of a third party to perform some of or all such services.

  • Shareholders' Agent (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.