Example sentences of "subscription and [noun] ' [noun sg] " in BNC.
Next page| No | Sentence |
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| 1 | The principal documents relevant to the equity transaction are the subscription and shareholders ' agreement and the Articles of Association of Newco . |
| 2 | Subscription and shareholders ' agreement |
| 3 | The subscription and shareholders ' agreement , sometimes known as the investment agreement , is entered into by the management , the other providers of the equity finance and the buy-out company , " Newco " . |
| 4 | Where there is to be a separate exchange and completion , which can be for a multitude of reasons , or where there are conditions which need to be satisfied before completion of the subscription can take place , then the subscription and shareholders ' agreement will set out the various conditions precedent and how they are to be satisfied . |
| 5 | It is therefore wise to consider specifying in the Articles the extent of a nominee director 's duty and couple this with an acknowledgement in the subscription and shareholders ' agreement that the nominee has been appointed to represent the interests of a particular group of shareholders . |
| 6 | A suggested clause to be included in either the Articles or the subscription and shareholders ' agreement is : A director of the company who has been appointed to the board by a member or class of members pursuant to the Articles of Association to represent the interests of that member or class of members shall , notwithstanding any rule of law or equity to the contrary , not be considered in breach of his fiduciary duty to act in the best interests of the company by reason only that in the performance of his duties and the exercise of his powers , he has regard to the interests and acts upon the wishes of that member or class of members when no honest and reasonable director could have formed the view that in so doing , the director was also promoting the interests of the company as a whole . |
| 7 | Obligations of this kind are sometimes found in the Articles , as an alternative , or in addition , to including them in the subscription and shareholders ' agreement . |
| 8 | They will contain the pre-emption provisions and possibly a list of matters that can be dealt with only if approved by the holders of a certain class of shares ( if not included in the subscription and shareholders ' agreement ) . |
| 9 | Frequently , investors also insist that they can trigger the redemption provisions upon a material breach of the subscription and shareholders ' agreement . |
| 10 | ( 1 ) Before any third party is registered as the transferee of shares he will be asked to execute a deed of adherence binding him to the terms of the subscription and shareholders ' agreement . |
| 11 | This will be included in the subscription and shareholders ' agreement as an obligation which the transferor must procure. ( 2 ) Exemption from the pre-emption provisions to allow : transfers within corporate groups : transfers to immediate relatives and family trusts ; transfers by an investor which is a managed fund to other funds managed by the same investor ; " warehousing " ( subject to the control of the investor ) . |
| 12 | This is done in the service agreements , the subscription and shareholders ' agreement , and in the Articles of Association . |
| 13 | Present employment law restricts the effect of such a covenant in a service agreement , but if inserted in the subscription and shareholders ' agreement , it is more likely to be enforceable. ( 3 ) The service agreement will be for a fixed term so that the managers are locked in for that period . |