Approving Shareholders definition

Approving Shareholders means the all of (i) holders of at least two-thirds (2/3) of the then issued and outstanding Series A+ Preferred Shares and the outstanding Series A Preferred Shares voting together as a separate class on an as-converted basis; (ii) holders of at least two-thirds (2/3) of the then issued and outstanding Series B Preferred Shares voting as a separate class on an as-converted basis; and (iii) holders of at least fifty percent (50%) of the then issued and outstanding Series C Preferred Shares voting as a separate class on an as-converted basis.
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Approving Shareholders means any shareholder or any group of shareholders acting together or pursuant to a common plan or arrangement, who propose to sell, or otherwise dispose of, to a person or a group of persons, other than an Affiliate of any of the transferring shareholders, shares of Common Stock representing more than fifty percent (50%) of the then outstanding shares of Common Stock.
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Approving Shareholders means the approval of (i) the holders of a majority of the then outstanding Ordinary Shares, (ii) the Series C Supermajority (voting separately as a single class on an as-converted basis), and (iii) (A) if any Change of Control would result in aggregate Proceeds of less than US$130 million, any Approved Transaction that is an initial public offering would not qualify as a Qualified IPO, any Approved Transaction that is a financing transaction would be at a price per share less than the Series C Preferred Share Issue Price or be led by any affiliate of a holder of Series C Preferred Shares or any transaction where the Junior Preferred Sale Conditions (as defined below) are not met, the Junior Preferred Majority, or (B) if any Change of Control would result in aggregate Proceeds of at least US$130 million, any Approved Transaction that is an initial public offering would qualify as a Qualified IPO, or any Approved Transaction that is a financing transaction (which is not led by any affiliate of a holder of Series C Preferred Shares) would be at a price per share of at least the Series C Preferred Share Issue Price, the holders of a majority of the then outstanding Preferred Shares (voting together as a single class on an as-converted basis). “Proceeds” shall mean the funds received from a transaction that is distributed or available to be distributed to the shareholders of the Company, excluding any contingent or deferred payments (other than payments funded to an escrow or retained as part of a holdback).
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Examples of Approving Shareholders in a sentence

  • Upon any such resignation or removal, such Approving Shareholders shall select a successor Shareholders’ Representative.

  • Notwithstanding the foregoing provisions of this Article 4.3, the Remaining Shareholders shall not be obligated to vote, consent and/or sell their Shares in connection with any such Acquisition Transaction or Sale of Assets to the extent that all of the Approving Shareholders do not also do so with respect to all of the applicable class or series of Shares held by them.

  • The provisions of Sections 4.1 through 4.5, inclusive, shall not apply to any transaction to which this Section 4.7 applies to the extent the Approving Shareholders shall have in fact exercised their "DRAG-ALONG RIGHT" under this Section 4.7.

  • The Approving Shareholders shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed sale under Section 4.7 and the terms and conditions thereof.

  • A Drag-Along Notice shall be revocable by the Approving Shareholders by joint written notice to the Company and the Dragged Shareholders, at any time before the completion of the Drag-Along Sale, and any such revocation shall not prohibit the Approving Shareholders from exercising Drag-Rights at any time in the future.

  • The Approving Shareholders may exercise their rights with respect to a Drag-Along Sale by the giving written notice (the “Drag-Along Notice”) to each Shareholder that is not an Approving Shareholder (each, a “Dragged Shareholder”) and the Company setting forth the terms of the proposed Drag-Along Sale.

  • Each Shareholder will take all necessary and desirable actions as directed by the Board and the Approving Shareholders in connection with the consummation of any Approved Sale, including without limitation executing the applicable purchase agreement, making representations and warranties, and granting identical indemnification rights.

  • Notwithstanding the foregoing provisions of this Section 1.6, the Remaining Shareholders shall not be obligated to vote, consent and/or sell their Shares in connection with any such Acquisition Transaction or Sale of Assets to the extent that all of the Approving Shareholders do not also do so with respect to all of the applicable class or series of Shares held by them.


More Definitions of Approving Shareholders

Approving Shareholders has the meaning given in Section 11.1; “Arbitration Tribunal” has the meaning given in Section 14.1(b); “Asset Sale” means: (a) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by any Fit Group Company of all or substantially all of the 2
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Approving Shareholders has the meaning ascribed to it in Section 5.2(a) of this Agreement.
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Approving Shareholders as defined in Section 11.1.
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Approving Shareholders shall have the meaning specified in Section 4.7(a).
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Approving Shareholders means the holders of 80% or more of the issued and outstanding Common Shares on the record date applicable for purposes of determining the Common Shareholders entitled to consent to the approval of this Agreement and the Transactions in accordance with the NJBCA, the Shareholders Agreement, the Shareholder Support Agreement and the Organizational Documents of the Company, including in any case, each Shareholder that delivered a Support Agreement pursuant hereto.
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Related to Approving Shareholders

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • 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.

  • Company Shareholders means holders of Company Shares.

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

  • 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.

  • Preferred Shareholders means the holders of Preferred Shares.

  • 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).

  • Target Shareholders means the holders of Target Shares;

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), 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 and the sale of the Private Placement Warrants 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).

  • Ordinary Shareholders means the holders of Ordinary Shares;

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Common Stockholders means holders of shares of Common Stock.

  • Shareholders means holders of Common Shares;

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

  • 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 Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Locked-Up Shareholders means the Persons who are party to the Lock-Up Agreements.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • 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).

  • Selling Shareholders has the meaning given to such term in the Preamble to this Agreement;

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

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.

  • Principal Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.

  • Stockholders means the stockholders of the Corporation.

  • 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.