Company Securityholders Clause Samples
The 'Company Securityholders' clause defines who qualifies as a securityholder of the company, typically encompassing individuals or entities that own shares, options, warrants, or other equity interests. This clause clarifies the types of securities covered and may specify the rights, obligations, or procedures applicable to these holders, such as voting rights or participation in company decisions. Its core function is to ensure clarity regarding who is recognized as a securityholder for the purposes of the agreement, thereby preventing disputes and facilitating smooth corporate governance.
Company Securityholders. (A) The number of shares of Company Common Stock held by each Company Stockholder as of immediately prior to the Effective Time, on an as-converted to Company Common Stock basis (including the number of shares of Company Common Stock issuable to each Company Stockholder upon conversion of the Company Preferred Stock based on the then applicable Conversion Rate);
(B) The number of shares of Company Common Stock subject to each Company Option held by each holder of Company Options as of immediately prior to the Effective Time, and the exercise price of such Company Options;
(C) The number of SAFE Conversion Shares attributable to each Company SAFE Investor as of immediately prior to the Effective Time;
(D) The number of and type of Second Lien Conversion Shares attributable to each Second Lien Lender as of immediately prior to the Effective Time;
(E) The number of shares of Company Common Stock subject to each Company Warrant that has not been exercised as of immediately prior to the Effective Time, and the exercise price of each such Company Warrant;
Company Securityholders. Notwithstanding any provision of this Agreement, the Company Organizational Documents or any agreement between the Company and any Company Securityholder entered into prior to the Closing to the contrary, in no event shall the Surviving Corporation, as the successor in interest to the Company by virtue of the Merger, or Parent be obligated to reimburse, contribute, indemnify or hold harmless any Company Securityholder in its capacity as a Company Securityholder for or in connection with any Damages or indemnification obligations of any Company Securityholder under this ARTICLE 8.
Company Securityholders. CBI shall be the sole Company Shareholder and there shall be no Company Optionholders.
Company Securityholders. Schedule 3.27 sets forth the name of each Company shareholder and each Optionholder, the number of shares of Common Stock of the Company owned by each Company shareholder and the number of shares purchasable pursuant to the Company Options held by each Optionholder and the jurisdiction in which each shareholder of the Company and each Optionholder resides. Each shareholder of the Company and each Optionholder has received, or prior to the date of the Special Meeting held pursuant to Section 5.4 will receive, such documents, materials and information as the Company deems necessary or appropriate for evaluation of the TSA Common Stock and was provided the opportunity to ask questions of and receive answers from TSA, or its representatives, concerning the operations, business and financial condition of TSA. The TSA Common Stock was not offered to any shareholder of the Company or any Optionholder by any means of general solicitation or general advertising. Each shareholder of the Company and each Optionholder has such knowledge and experience in financial and business matters that each such shareholder or Optionholder is capable of evaluating the merits and risks of an investment in the TSA Common Stock.
Company Securityholders. Each Company Securityholder has had an opportunity to review this Agreement and the other agreements contemplated hereby. Each Company Securityholder has had reasonable time and opportunity to consult with his, her or its financial, legal, and other advisors, if desired, before signing (or before having his, her or its proxy sign) this Agreement. Each Company Securityholder has taken as much time as necessary to consider whether to enter into this Agreement directly or through a proxy and has chosen to enter into this Agreement directly or through a proxy freely, knowingly and voluntarily, and without duress. Each Company Securityholder has had an opportunity to ask representatives of the Company questions regarding this Agreement and the transactions contemplated hereby. Each Company Securityholder understands that he, she or it must rely solely on his, her or its advisors, and must not rely on any statements or representations made by or on behalf of Company or any of its representative or advisors.
Company Securityholders. Subject to the provisions of this Section and the other Sections of this Article VIII, the Company Representative, on behalf of each of the Company Securityholders other than the Plan, severally as to such Company Securityholder’s share of the Claims Amount, agrees to indemnify and hold harmless each member of the Buying Group, and their respective officers, directors, agents and representatives from and against any and all Losses incurred or sustained by or imposed upon them with respect to or by reason of:
(i) any failure, breach or inaccuracy on the part of the Company of any of its representations or warranties under this Agreement or contained in any certificate, document or instrument delivered by the Company hereunder;
(ii) any breach, default or lack of performance on the part of the Company of any of its covenants or agreements under this Agreement;
(iii) all Taxes for periods up through the Effective Time not otherwise paid or adequately accrued in the Closing Date Balance Sheet, including without limitation failure to withhold taxes with respect to employee and officer use of planes and vehicles;
(iv) any payments made in connection with Dissenting Shares in excess of the Per Share Merger Consideration and any costs (including legal, accounting and other professional fees) incurred in connection with the proceedings related to such Dissenting Shares;
(v) the extent to which the Actual Plan Termination Costs exceed the Estimated Plan Termination Costs;
(vi) the extent to which the Actual Severance Costs exceed the Estimated Severance Costs;
(vii) costs actually and reasonably incurred by the Company or Parent for the remediation of the Identified Environmental Conditions, but in no event to exceed the Remediation Amount; and
(viii) the action styled G▇▇▇▇▇ ▇▇▇▇▇▇▇ v. ▇▇▇▇▇▇▇-▇▇▇▇▇ Company, Case Number 4-05 CV0000908, filed on June 23, 2005 in the United States District Court, Eastern District of Arkansas, Western Division, including any punitive class action that may be asserted in connection therewith and, notwithstanding anything in the Agreement to the contrary, any punitive damages relating thereto.
Company Securityholders. “Company Securityholders” shall mean, collectively, the Company Stockholders, the Company Optionholders and the Company Warrantholders.
Company Securityholders. Company Shareholder shall be the sole Company Shareholder and there will be no outstanding Company Options.