Applicable Stockholders definition

Applicable Stockholders has the meaning assigned to it in Section 2(c) of this Agreement.
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Applicable Stockholders means Rxxx Xxxxxx and certain estate planning trusts established by him, Gxxxx Xxxxxxxx, Rxxx Xxxxxxxx and executive officers and directors of Company who own stock in the Company, as stockholders of Company, and Gxxxx Xxxxxxxx, Sxxxxxx Xxxxxxxx and Axxxxx Xxxxxxxx and certain estate planning trusts established by them, as stockholders of Parent.
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Applicable Stockholders means the stockholders of Target immediately prior to the Effective Time (other than WCAS).
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Examples of Applicable Stockholders in a sentence

  • Shares of Common Stock that you acquire upon exercise of your Option are subject to the terms of the Plan, the Applicable Stockholders Agreement, the Company’s bylaws, the Company’s certificate of incorporation, any agreement relating to such shares of Common Stock to which you become a party, or any other similar document.

  • Your Option and any shares of Common Stock acquired upon exercise of your Option are subject to the Applicable Stockholders Agreement.

  • The record date for the Applicable Stockholders Meeting shall be determined in prior consultation with and subject to the prior written approval of the other parties to this Agreement (which prior written approval shall not be unreasonably delayed, conditioned or withheld).

  • The Operating Guidelines shall remain in effect during the “Applicable Period” as such term is defined in Section 4 of that certain Stockholders’ Agreement, dated July 28, 2005, by and among the Corporation and the Applicable Stockholders (as defined therein).

  • Each Applicable Stockholder’s pro rata share of the remaining Offered Stock shall be a fraction of the remaining Offered Stock, the numerator of which shall be the number of shares of Stock owned by such Applicable Stockholder on the date of the Notice and the denominator of which shall be the total number of shares of Stock held by all Applicable Stockholders (other than the Selling Shareholder) on the date of the Notice.

  • The Applicable Stockholders shall have an option (the “Applicable Stockholders’ Option”) for a period of twenty (20) days from their receipt of the Notice to elect to purchase their respective pro rata share of the remaining Offered Stock at the same price and subject to the same material terms and conditions described in the Notice.

  • This issue of the personal and professional roles of the therapist in relation to client reactions is an important one, which just like this study’s topic (Therapist Self-Disclosure) does not lead to a definitive answer.

  • In particular, this Agreement supersedes any prior voting or similar control agreements among any of the Applicable Stockholders.

  • To the extent the Applicable Stockholders do not elect to exercise their rights to purchase the Offered Stock in the time periods specified, the Selling Stockholder may, not later than ninety (90) days following delivery to each of the Applicable Stockholders of the Notice, conclude a transfer of the Offered Stock on terms and conditions not more favorable to the transferor than those described in the Notice.

  • Each Applicable Stockholder shall have a right of reallotment such that, if any other Applicable Stockholder fails to exercise the right to purchase such Applicable Stockholder’s pro rata share of the remaining Offered Stock, the other participating Applicable Stockholders may exercise an additional right to purchase, on a pro rata basis, the Offered Stock not purchased by an Applicable Stockholder.


More Definitions of Applicable Stockholders

Applicable Stockholders means the Stockholders identified on Annex A to Exhibit 1.1(d).
Sample 1
Applicable Stockholders means Xxxxx, Xxxxxx and Co., LLC, Revelation Special Situations Fund Ltd., Xxxx Xxxxx & Co. Inc. and related parties, Xxxxxxx Group, LP, Xxxx Xxxxx, Xxxxx Xxxxxxx and Xxxxxx Xxxxxxx.
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Related to Applicable Stockholders

  • Common Stockholders means holders of shares of Common Stock.

  • Parent Stockholders means the stockholders of Parent.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

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

  • Public Stockholders means the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • 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.

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

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

  • Independent Shareholders means holders of Voting Shares, other than: (i) any Acquiring Person; (ii) any Offeror (other than any Person who, by virtue of Subsection 1.1(f)(v), is not deemed to Beneficially Own the Voting Shares held by such Person); (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, deferred profit sharing plan, stock participation plan and any other similar plan or trust for the benefit of employees of the Company or a Subsidiary unless the beneficiaries of the plan or trust direct the manner in which the Voting Shares are to be voted or withheld from voting or direct whether the Voting Shares are to be tendered to a Take-over Bid;

  • Preferred Shareholders means the holders of the Preferred Shares of the Company.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Company Shareholders means holders of Company Shares.

  • 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.

  • 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.

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

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Initial Shareholders means the Sponsor and any other person that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase an aggregate of 6,000,000 Ordinary Shares of the Company (or up to 6,600,000 Ordinary Shares of the Company depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or up to $6,600,000 depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Stockholder Shares means the shares of common stock of the Company issued or issuable to the Stockholder in accordance with the terms and conditions of the Reorganization Agreement, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • 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).

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Transferring Stockholder has the meaning set forth in Section 4.04(a).