Accredited Shareholders Sample Clauses

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).
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Accredited Shareholders. To the Knowledge of the Company, all holders of Company Preferred Stock are Accredited Shareholders.
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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.
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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...
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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.
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Related to Accredited Shareholders

  • 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 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.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • 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. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • SHAREHOLDER COMMUNICATIONS ELECTION SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES ¨ The Custodian is authorized to release the Fund’s name, address, and share positions. NO x The Custodian is not authorized to release the Fund’s name, address, and share positions.

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Shareholders’ Fees The Transfer Agent shall be entitled to charge the Fund’s shareholders directly, and may redeem shares of the Fund held in a shareholder’s Account to satisfy such charges, in accordance with the following provisions:

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