Accredited Stockholder definition

Accredited Stockholder means a Company Stockholder, a Company Warrantholder, a Company RSU Holder or a Company Vested Optionholder that is a Non-Continuing Employee and who either (a) has completed and delivered to the Company and Parent prior to the Closing Date duly executed Suitability Documentation, in form and substance reasonably satisfactory to Parent, certifying that such Company Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) or (b) is determined by Parent in good faith to be an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act).
Accredited Stockholder means (i) a Converting Holder who has completed and delivered an Investor Representation Letter indicating his/her/its status as an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act or (ii) is determined by Acquirer in its reasonable discretion to be an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act.
Accredited Stockholder means a holder of Company Stock who either (i) has completed and delivered to the Company or Parent prior to the Surrender and Election Deadline a Lock-Up and Investment Representation Letter representing, among other things, that such holder is an “accredited investor” as set forth therein (for avoidance of doubt, subject to clause (ii), any holder of Company Stock who has not completed and delivered such Lock-Up and Investment Representation Letter prior to the Surrender and Election Deadline shall be deemed to be an Unaccredited Stockholder for purposes of this Agreement) or (ii) is determined by Parent in its reasonable discretion to be an “accredited investor” as such term is defined in Rule 501 under the 1933 Act.

Examples of Accredited Stockholder in a sentence

  • Each Accredited Stockholder as of the Closing Date shall be eligible to receive his or her pro rata share of Contingent Consideration in a combination of Clarant Common Stock and cash.

  • Any Accredited Stockholder desiring to sell Shares pursuant to the Green Shoe must execute the underwriting agreement relating to the IPO and otherwise comply with customary procedures for selling shareholders.

  • Each Company Share that is owned by an Accredited Stockholder shall be converted into and thereafter evidence the right to receive the applicable number or amount of shares of Parent Series H-1 Preferred Stock, payments due under the Seller Note and/or cash.

  • The amount of cash into which each Company Share owned by an Accredited Stockholder is converted shall be equal to the Accredited Stockholder Per Share Cash Consideration, and the original principal amount of the Seller Note into which each Company Share owned by an Accredited Stockholder is converted shall be equal to the Accredited Stockholder Per Share Note Amount.

  • The number of shares of Parent Series H-1 Preferred Stock into which each Company Share owned by an Accredited Stockholder is converted shall be equal to the quotient obtained by dividing the Per Share Parent Stock Consideration by the Parent Stock Price.


More Definitions of Accredited Stockholder

Accredited Stockholder shall have the meaning set forth in Section 2(a).
Accredited Stockholder means a Company Stockholder who is an Accredited Investor at the Effective Time.
Accredited Stockholder means a Company Stockholder, a Company Warrantholder or a Company Vested Optionholder who either (a) has completed and delivered to the Company and Parent prior to the Closing Date duly executed Suitability Documentation, in form and substance reasonably satisfactory to Parent, certifying that such Company Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) or (b) is determined by Parent in good faith to be an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act).
Accredited Stockholder means a Company Stockholder or Company Warrantholder who either (a) has completed and delivered to the Company and Parent prior to the Closing Date (i) duly executed Suitability Documentation, in form and substance reasonably satisfactory to Parent, certifying that such Company Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) (provided that, notwithstanding the delivery of any such Suitability Documentation, any Company Stockholder may be deemed an “Unaccredited Stockholderfor purposes of this Agreement if Parent reasonably determines that such Company Stockholder is not an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act)) and (ii) with respect to a Company Stockholder, a duly executed Joinder Agreement or (b) is determined by Parent prior to the Closing in its reasonable discretion to be an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act). Parent shall notify the Company of any such determination under clause (a) or (b) no later than five (5) Business Days prior to the Closing Date and the Allocation Schedule will reflect such determination.
Accredited Stockholder means a Stockholder that has certified to the Company in writing, not more than thirty (30) days prior to the Closing Date, that such Stockholder is an “accredited investor” as defined in Securities Act Rule 501(a) promulgated pursuant to the Securities Act.
Accredited Stockholder means a Company Stockholder who either (i) has completed and delivered to the Company or Parent prior to the Closing Date a Joinder Agreement or an investor questionnaire in form and substance reasonably satisfactory to Parent certifying that such Company Stockholder is an “accredited investor” as set forth therein (for avoidance of doubt, subject to clause (ii), any Company Stockholder who has not completed and delivered such Joinder Agreement or investor questionnaire prior to the Closing Date shall be deemed to be an Unaccredited Stockholder for purposes of this Agreement) or (ii) is determined by Parent in its reasonable discretion to be an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act.
Accredited Stockholder means a Stockholder with respect to which the representations and warranties in Section 5.3 are true and correct on the date of this Agreement and on the Closing Date.