Accredited Stockholders definition

Accredited Stockholders shall have the meaning given to such term in Section 2.1.
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Accredited Stockholders means those stockholders who qualify as accredited investors pursuant to Regulation D as promulgated under the Securities Act and as set forth on Schedule 1.1(a) hereto.
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Accredited Stockholders means (a) the Stockholders listed on Schedule 9.1(a) hereto except for any Stockholder listed thereon that Parent notifies Company prior to the Closing Date is being removed because Parent has not received evidence reasonably satisfactory to it that the Stockholder is an accredited investor, (b) any other Stockholder that executes and delivers to Company or Parent within twenty-one (21) days after the date of this Agreement an Accredited Investor Questionnaire that indicates that such Stockholder is an accredited investor and that Parent in its sole discretion determines is, in fact, an “accredited investor” and (c) any other Stockholder that Parent in its sole discretion determines is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) without having received such a questionnaire.
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Examples of Accredited Stockholders in a sentence

  • At the Effective Time, by virtue of the Merger and without any action on the part of the holders of shares of Series C Preferred Stock, shares of Series C Preferred Stock held by holders who are not Accredited Stockholders, except for Dissenting Shares, will convert automatically into the right to receive a cash payment in an amount equal to the Series C Per Share Value for each share of Series C Preferred Stock held by such holders.

  • At the Effective Time, by virtue of the Merger and without any action on the part of the holders of shares of Series B Preferred Stock, shares of Series B Preferred Stock held by holders who are not Accredited Stockholders, except for Dissenting Shares, will convert automatically into the right to receive a cash payment in an amount equal to the Series B Per Share Value for each share of Series B Preferred Stock held by such holders.

  • Such election is to be made by the Accredited Stockholders by written notice to the Company within thirty (30) Business Days after receipt by such Accredited Stockholders of the Company’s Notice of Intention to Sell (the “Acceptance Period for New Securities”).

  • The Company shall promptly notify each electing Accredited Stockholder in writing of each notice of election received from other Accredited Stockholders pursuant to this Section 2(a).

  • In addition, Exhibits A, B and C attached to the Merger Agreement have been revised and are hereby deleted and new Exhibits A (Articles and Plan of Merger), B (List of Company Accredited Stockholders) and C (List of Company Unaccredited Stockholders) attached hereto are substituted in lieu thereof.

  • Pursuant to the provisions of this Section 2.1, each of the Accredited Stockholders and Non-accredited Stockholders shall receive his or her pro rata share of the Merger Consideration distributed according to the terms of this Section 2.1.

  • For purposes of this Section 10.6, the Company Indemnitors are deemed to have agreed that any extension or waiver signed by the Company (prior to Closing) or the Stockholder Representative (following Closing) shall be binding upon and effective against all Company Indemnitors (including the Selling Stockholders, the Accredited Stockholders and the Permitted Transferees) whether or not they have signed such extension or waiver.

  • It also states that the head of the project will obtain fingerprint clearance to work on the school’s property.

  • The Note Payment Rights to which each of the Accredited Option Holders, Accredited Stockholders and Warrant Holders, as the case may be, is entitled shall be reduced by the same proportionate reduction of the applicable Note.

  • Upon consummation of the First Merger and the other transactions contemplated by this Agreement in accordance with the terms hereof, the shares of Parent Class A Common Stock to be issued to the Accredited Stockholders in the Parent Stock Issuance shall be duly authorized, validly issued, fully paid and nonassessable, and will be free of any Liens other than (i) Liens created by the Company Stockholders and (ii) Liens imposed by securities Laws.


More Definitions of Accredited Stockholders

Accredited Stockholders means each Stockholder who completes and executes a Consent and Acknowledgement affirming that he, she or it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and each Stockholder that the Parent reasonably believes is an “accredited investor,” all of whom shall be listed on Section 1.8 of the Company Disclosure Schedule prior to the Closing Date.
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Accredited Stockholders means (a) the Stockholders listed on Schedule 9.1(a) hereto except for any Stockholder listed thereon that Parent notifies Company prior to the Closing Date is being removed because Parent has not received evidence reasonably satisfactory to it that theStockholder is an accredited investor, (b) any other Stockholder that executes and delivers to Company or Parent within twenty-one (21) days after the date of this Agreement an Accredited Investor Questionnaire that indicates that such Stockholder is an accredited investor and that Parent in its sole discretion determines is, in fact, an “accredited investor” and (c) any other Stockholder that Parent in its sole discretion determines is an “accredited investor” (as such term is defined in Rule 501(a) under the Securities Act) without having received such a questionnaire.
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Accredited Stockholders means those stockholders of the Company who the Company believes to be "accredited investors" as that term is defined in Rule 501 promulgated under the Act (as defined below), as indicated on SCHEDULE I attached hereto.
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Related to Accredited Stockholders

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Company Shareholder means a holder of Company Shares.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Common Stockholders means holders of shares of Common Stock.

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Company Shareholders means holders of Company Shares.

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Beneficial shareholder means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Beneficial Shareholders means shareholders who do not hold Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Interested Stockholder means, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Major Stockholder means any such Person.

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).