Principal Stockholders. “Principal Stockholders” shall mean (i) Carlyle Partners V, L.P., a Delaware limited partnership, Carlyle Partners V-A, L.P., a Delaware limited partnership, CP V Coinvestment A, L.P., a Delaware limited partnership, CP V Coinvestment B, L.P., a Delaware limited partnership, and CEP III Participations, SARL SICAR, and (ii) any of their Affiliates to which (a) any of the Principal Stockholders transfers Common Stock or (b) Parent issues Common Stock.
Principal Stockholders. To the Knowledge of Heritage, as of the date of this Agreement, no person owns beneficially more than ten percent of the outstanding shares of its Common Stock, except as set forth on Heritage's 1997 Proxy Statement.
Principal Stockholders. 28 PAGE ---- CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE COMPANY... 29 The Harcourt Agreement.............................................................. 29 The Fair Value Agreement............................................................ 29 APPENDIX A -- Agreement and Plan of Merger............................................ A-1 APPENDIX B -- Fairness Opinion of BZW, the investment banking division of Barclays Bank PLC................................................................ B-1 APPENDIX C -- Summary of Appraisal Rights............................................. C-1 APPENDIX D -- Certain Information Regarding Directors and Executive Officers of the Company, Harcourt, NEC and Merger Sub................................... D-1
Principal Stockholders. The Parties acknowledge that not withstanding the fact that this Agreement is being executed in furtherance of the MGM MIRAGE / MRG Merger Agreement, neither Tracinda Corporation nor Xxxx Xxxxxxxxx, individually or collectively, is a party to this Agreement or any exhibit or agreement provided for herein. Accordingly, the parties hereby agree that in the event (i) there is any alleged breach or default by any party under this Agreement or any exhibit or agreement provided for herein, or (ii) any party has any claim arising from or relating to any such agreement, no party, nor any party claiming through it (to the extent permitted by applicable law), shall commence any proceedings or otherwise seek to impose any liability whatsoever against Tracinda Corporation or Xxxx Xxxxxxxxx by reason of such alleged breach, default or claim.
Principal Stockholders. 1 Release........................................ 19 Restraints..................................... 47 SEC............................................ 14
Principal Stockholders. 1 PUCs........................................................... 16 Restraints.....................................................
Principal Stockholders. 9 Proceeding.............................................................................9
Principal Stockholders. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of the shares of Company Common Stock, each Principal Stockholder (in its capacity as a stockholder and not in its capacity as an Optionholder) in consideration for all of the Company Common Stock owned or held by such Principal Stockholder, upon the surrender of the certificates formerly representing such shares shall (a) receive a proportionate share determined in accordance with Schedule 2.2(a) of the Initial Payment, payable in shares of Buyer Common Stock and cash as provided below and (b) be entitled to receive a proportionate share determined in accordance with Schedule 2.2(a) of the Earn-Out Payments, payable as set forth in Section 2.2(d) below. The shares of Buyer Common Stock issuable as part of the Initial Payment to the Principal Stockholders shall represent seventy percent (70%) of the Initial Payment.
Principal Stockholders. Jxxxx Xxxxx, Cxxx Xxxxxxx, Bxxxxx Xxxxxxx and Jxxx Xxxxxxx each agrees to vote, or execute a written consent of stockholder voting, all of his or her respective shares of Company Common Stock, and exercise reasonable efforts to cause the members of their respective families to vote, or execute a written consent of stockholder voting, all of their shares of Company Common Stock, in favor of approval of this Agreement, the Merger and all other matters to be voted upon the Company’s stockholders in connection with the Transactions.
Principal Stockholders. To the Knowledge of Cordia, no Person directly or indirectly owns, beneficially or of record (as determined in accordance with Rule 13d-3 under the 1934 Act), more than five percent (5%) of the outstanding shares of any class or series of Cordia Stock.
