Accredited Shareholders Sample Clauses

Accredited Shareholders. To the Knowledge of the Company, all holders of Company Preferred Stock are Accredited Shareholders.
Sample 1
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Accredited Shareholders. As to each Share held or deemed to be held by Accredited Shareholders (the "Accredited Per Share Closing Consideration"): a cash amount equal to the Closing Cash Consideration less the Non-Accredited Closing Consideration and then divided by the number of outstanding Shares held or deemed to be held in the aggregate immediately prior to the Effective Time by the Accredited Shareholders (the "Accredited Per Share Cash Closing Consideration"); plus a number of shares of ProQuest Common Stock equal to $20,000,000 divided by the ProQuest Stock Price and then further divided by the number of Shares held and deemed to be held in the aggregate immediately prior to the Effective Time by the Accredited Shareholders; plus any cash payment to be made in lieu of any fractional shares pursuant to Section 3.4 (collectively with (1) and (2) above, the "Per Share Stock Consideration"). Notwithstanding anything contained herein to the contrary, Parent shall retain for its account the aggregate exercise amount from the cash portions of the distributions in (i) and (ii) to be made to Warrantholders and Cashless Exercise Shareholders. Any distributions made to Warrantholders or Cashless Exercise Shareholders pursuant to this Section 3.1(c) shall be reduced by the per share exercise price of the Warrant or Cashless Exercise Option applicable to each share of Company Common Stock deemed to be held by such Warrantholder or Cashless Exercise Shareholder. For purposes of clarity neither the Accredited Per Share Closing Consideration nor the Non-Accredited Per Share Closing Consideration shall be deemed to be reduced by the retention by Parent of such amounts. Subject to Section 3.3, all Shares (other than Dissenting Shares and the rights of the holder of Phantom Stock, the Warrantholders and the Cashless Exercise Shareholders), when so converted at the Effective Time, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate, Phantom Stock Agreement, Warrant or agreement with respect to a Cashless Exercise Option that immediately prior to the Effective Time represented or was deemed to represent any such Shares, shall cease to have any rights with respect thereto, except the right to receive, upon, in the case of a Regular Shareholder, the surrender of such certificate, in the case of the holder of Phantom Stock and any Warrantholder, the delivery of an Acknowledgement Form, and, in the case of a Cashl...
Sample 1
Accredited Shareholders. All Shareholders of MOYL are "accredited persons" as this term is defined under Rule 501 of Regulation D of the Securities Act of 1933, as amended.
Sample 1
Accredited Shareholders. All Shareholders of TenthGate are "accredited persons" as this term is defined under Rule 501 of Regulation D of the Securities Act of 1933, as amended.
Sample 1
Accredited Shareholders. Each Accredited Shareholder shall be ----------------------- entitled to receive an amount of cash at the Closing equal to the product of (A) the difference between the total Cash Portion of the Merger Consideration and the aggregate amount of the Cash Portion that the Non-Accredited Shareholders are entitled to receive pursuant to Section 2.01(b)(i) multiplied by (B) a ------------- fraction, the numerator of which is equal to the number of shares of the Cody Company Common Stock held by such Shareholder at the Closing (following the Redemption Transaction) and the denominator of which is equal to the aggregate number of shares of the Cody Company Common Stock held by all Accredited Shareholders at the Closing (following the Redemption Transaction). Each Accredited Shareholder shall also be entitled to receive a number of shares of the Acquiror Common Stock at the Closing equal to the product of (I) the number of Elected Shares multiplied by (II) a fraction, the numerator of which is equal ------------- to the number of shares of the Cody Company Common Stock held by such Shareholder at the Closing (following the Redemption Transaction) and the denominator of which is equal to the aggregate number of shares of the Cody Company Common Stock held by all Accredited Shareholders at the Closing (following the Redemption Transaction).
Sample 1

Related to Accredited Shareholders

  • The Shareholders Each Shareholder represents and warrants to the Company and the other Shareholders, as of the date of this Agreement, as follows:

  • Principal Shareholders 5 2.04 Subsidiaries.............................................................................. 6 2.05 Convertible Securities, Options, Etc...................................................... 6 2.06 Authorization and Validity of Agreement................................................... 6 2.07. Validity of Transactions; Absence of Required Consents or Waivers......................... 6 2.08.

  • Optionee Not a Shareholder Optionee shall have no rights as a shareholder with respect to the Common Stock of the Company covered by the Option until the date of issuance of a stock certificate or stock certificates to him upon exercise of the Option. No adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued.

  • 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.

  • Warrant Holder Not a Shareholder The holding of a Warrant will not constitute the Holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as in the Warrant expressly provided.

  • Warrant Holders Not Deemed Stockholders No holder of Warrants shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof.

  • 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.

  • 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.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

  • Registered Shareholders The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of Shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or Shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law or the Declaration of Trust.

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