Bain Stockholders definition

Bain Stockholders means, in each case only for so long as such Person or Permitted Transferee is a holder of Shares, (i) Bain Capital Fund XI, L.P., BCIP Associates IV (US), L.P. and BCIP Associates IV-B (US), L.P. and (ii) their respective Permitted Transferees (other than the Corporation), as evidenced by an executed joinder agreement to the Stockholders Agreement indicating that such Permitted Transferee will be a Bain Stockholder.
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Bain Stockholders means, in each case only for so long as such Person or Permitted Transferee is a holder of Shares, (i) BCPE DERBY INVESTOR, LP and (ii) their respective Permitted Transferees (other than the Corporation), as evidenced by an executed joinder agreement to the Stockholders Agreement indicating that such Permitted Transferee will be a Bain Stockholder.
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Bain Stockholders have the respective meanings specified in the first paragraph of this Stockholders Agreement. A Person shall be deemed to "BENEFICIALLY OWN" or be the "BENEFICIAL OWNER" of all shares of Common Stock which such Person and any of such Person's Affiliates beneficially own within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule). Without limiting the foregoing, (i) references in this Stockholders Agreement to the amount of Common Stock beneficially owned by a "Stockholder Party" means, in the case of the Bain Stockholders, the aggregate amount of Common Stock beneficially owned by the Bain Stockholders and their respective Affiliates (including all shares of Common Stock that can be acquired by the exercise of warrants to acquire shares of Common Stock that are outstanding and exercisable as of the Effective Time and (ii) in calculating the percentage of Common Stock beneficially owned by any Stockholder Party for purposes of any provision of this Stockholders Agreement which sets forth a specific percentage of Common Stock, the only shares of Common Stock that shall be taken into account are (x) shares of Common Stock which are beneficially owned by such Stockholder Party (or, in the case of any Transferee pursuant to Section 4.11(a) hereof, the Stockholder Party which Transferred such shares to the Transferee) as of the Effective Time (giving effect to the conversion of shares pursuant to the Merger Agreement and including all shares of Common Stock that can be acquired by the exercise of warrants to acquire shares of Common Stock that are outstanding and exercisable as of the Effective Time) and (y) any other securities referred to clause (ii) or (iii) of the definition of Common Stock which are thereafter issued in respect of such shares, and in each case which continue to be beneficially owned by such Stockholder Party at the time as of which the determination is made.
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Examples of Bain Stockholders in a sentence

  • The other parties hereto shall be entitled to rely upon any such action by the Bain Stockholder Representative as the act of the Bain Stockholders.

  • The Bain Stockholders, the Bear Stearns Stockholders and the Company will receive customary representations and warranties from each seller solely with respect to such Seller's ownership and title to the Issued Stock and capacity to transfer the Issued Stock.

  • To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Consultant Stock is not being purchased by the Bain Stockholders or the Bear Xxxxxxx Stockholders, the Company must repurchase the remaining Consultant Stock as set forth in Section 4(d) below.

  • The Company may elect or decline to exercise --------------------- the Repurchase Option by delivering written notice (the "Company Repurchase ------------------ Notice") to the holder or holders of each class of the applicable Consultant ------ Stock, the Bain Stockholders and the Bear Xxxxxxx Stockholders within the later of the one-year anniversary of this Agreement or 240 days after the applicable Repurchase Date.

  • The Bain Stockholders and the Bear Stearns Stockholders will pay for any shares of Issued Stock to be purchased pursuant to a Repurchase Option by delivery of cash or a cashier's check payable to the holder(s) of such shares of Issued Stock in an aggregate amount equal to their share of the aggregate unpaid Repurchase Price for such shares of Issued Stock.

  • To the extent that the Bain Stockholders or the Bear Xxxxxxx Stockholders do not elect to repurchase their full allotment of Consultant Stock, the other party shall be entitled to purchase the remaining Consultant Stock by delivering an additional Supplemental Repurchase Notice to the holder or holders of the applicable Consultant Stock within 10 business days of the expiration of the 10 business day period described in the preceding sentence.

  • The Bain Stockholders, the Bear Xxxxxxx Stockholder, the First Boston Stockholder and the Company entered into that certain Stockholders Agreement dated as of May 11, 1999 (the "Original Agreement") for the purposes, among others, of (i) assuring continuity in the management and ownership of the Company and (ii) limiting the manner and terms by which the Stockholders' Common Stock may be transferred.

  • The Bain Stockholders, the Bear Xxxxxxx Stockholders and the Company will receive customary representations and warranties from each seller regarding the sale of shares of Consultant Stock solely with respect to such seller's ownership and title to Consultant Stock and capacity to transfer Consultant Stock.

  • In the event that the Bear Xxxxxxx Stockholders deliver a notice of revocation, the Bain Stockholders shall be entitled to purchase all or any portion of the Consultant Stock that would otherwise have been purchased by the Bear Xxxxxxx Stockholders by providing an additional Supplemental Repurchase Notice to the holders of the Consultant Stock and the Company within 10 business days after receipt of the Bear Xxxxxxx Stockholders' notice of revocation.

  • In the event that the Bain Stockholders deliver a notice of revocation, the Bear Xxxxxxx Stockholders shall be entitled to purchase all or any portion of the Consultant Stock that would otherwise have been purchased by the Bain Stockholders by providing an additional Supplemental Put Purchase Notice to the holders of the Consultant Stock and the Company within 10 business days after receipt of the Bain Stockholders' notice of revocation.


More Definitions of Bain Stockholders

Bain Stockholders means each of the Persons listed on Schedule I ----------------- hereto.
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Bain Stockholders means each of the Persons listed on ----------------- Schedule I hereto.
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Bain Stockholders means the Persons listed on the signature pages hereto ----------------- as Bain Stockholders.
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Bain Stockholders means, in each case only for so long as such Person or Permitted Transferee is a holder of Shares, (i) those Persons who are listed as Bain Stockholders on Exhibit A hereto and (ii) their respective Permitted Transferees pursuant to the definition of Permitted Transfer (other than the Company), as evidenced by an executed Joinder Agreement indicating that such Permitted Transferee will be a Bain Stockholder.
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Bain Stockholders means Xxxx Capital Fund VI, L.P., BCIP Trust Associates II, BCIP Trust Associates II-B, BCIP Associates II-B, BCIP Associates, and BCIP Associates II-C, PEP Investments PTY Limited., Xxxxxxxx Street Partners II and Xxxxxxxx Street Partners 1998 DIF, L.L.C.
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Related to Bain Stockholders

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

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • 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.

  • 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).

  • 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).

  • Common Stockholders means holders of shares of Common Stock.

  • 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.

  • Major Stockholder means any such Person.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • 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.

  • 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.

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

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • 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).

  • Company Shareholders means holders of Company Shares.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • 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.

  • 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.

  • 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.

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

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

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