Buyco Securityholders definition

Buyco Securityholders means the Buyco Shareholders;
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Examples of Buyco Securityholders in a sentence

  • Any amendment, modification or supplement to this Plan of Arrangement, if agreed to by the parties, may be made at any time and, and shall become part of this Plan of Arrangement for all purposes, unless it materially affects the rights or entitlements of the Buyco Securityholders, in which case it must also be accepted by the Buyco Securityholders.

  • Notwithstanding Article 2 hereof, any of the Buyco Securityholders may exercise Dissent Rights in connection with the Arrangement in the manner set forth in sections 237 to 247 of the BCBCA (collectively, the “Dissent Procedures”).

  • In accordance with Section 2.1(b) and Section 2.5 hereof, Buyco shall forthwith prepare the Information Statement, and use commercially reasonable efforts to obtain approval from the Buyco Securityholders for the Arrangement Resolution by way of either unanimous written consent resolutions or by calling the Buyco Meeting to obtain such approval.

  • Notwithstanding any other provision of this Arrangement Agreement, Buyco may terminate this Arrangement Agreement without further obligation in the event that Dissent Rights are duly exercised by Buyco Securityholders holding, in the aggregate, in excess of 1% of the issued and outstanding Buyco Shares on a fully diluted basis.

  • The Plan of Arrangement shall become effective at, and be binding on the parties and the Buyco Securityholders at and after the Effective Time.

  • This Arrangement Agreement may be terminated in accordance with Article 5, or by mutual agreement of the parties at any time prior to the Effective Date, in each case without further action on the part of the Buyco Securityholders.

  • No fractional shares shall be issued to the Buyco Securityholders in connection with the foregoing procedure (after aggregating all fractional entitlements for a particular Buyco Securityholder) and fractions shall be rounded down to the next nearest whole share.

  • If a Buyco Securityholder duly exercises their Dissent Rights, Buyco shall immediately before the Effective Date effect the cancellation of such Dissenting Securities, notify Pubco and Subco- RI of the number of Dissenting Securities subject to cancellation, and will pay fair value to Dissenting Buyco Securityholders for their Dissenting Securities, and Pubco and Subco-RI will following such notice from Buyco, adjust the number of shares to be issued to Buyco Shareholders for such Dissenting Securities.

  • Any securities to be issued by Pubco or Subco-RI to Buyco or any Buyco Securityholders pursuant to the Arrangement will be issued as fully-paid and non- assessable, free of pre-emptive rights.

  • The parties agree that, at the option of Buyco, the Arrangement may be carried out so that all Subco-RI Shares issued under the Arrangement by Subco-RI to Buyco Securityholders resident in the United States will be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 (the “1933 Act”) provided by Section 3(a)(10) of the 1933 Act (the “Section 3(a)(10) Exemption”).

Related to Buyco Securityholders

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Securityholders means the Noteholders and the Certificateholders.

  • Securityholder or Holder Any Noteholder or a Certificateholder.

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

  • Company Shareholders means holders of Company Shares.

  • Securityholder means the Person in whose name a Security is registered on the Registrar's books.

  • 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.

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

  • 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.

  • Equity Holders means the Stockholders and the Option Holders.

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

  • 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).

  • Parent Stockholders means the stockholders of Parent.

  • Majority Shareholders means Xxxx Xxxxx and Xxxxxxxx Xxxxxxx.

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

  • 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).

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

  • Common Stockholders means holders of shares of Common Stock.

  • Selling Shareholders has the meaning set forth in Section 5.6(a)(i).

  • Principal Shareholders means each of the following Shareholders: Xxxx Xxxxxxxxx and Xxxxx Xxxxxxxx.

  • Group of Shareholders means a group of persons tied together by a voting agreement with any person (including, without limitation, any individual or legal entity, investment fund, condominium, securities portfolio, rights agreement or other form of organization, resident, domiciled or headquartered in Brazil or abroad), or which represents the same interest as the shareholder, which may subscribe for and/or acquire shares of the company. Among the examples of a person representing the same interest as the shareholder, which may subscribe for and/or acquire shares of the Company, is any person (i) who is directly or indirectly controlled or managed by such shareholder, (ii) who controls or manages, in any way, the shareholder, (iii) who is directly or indirectly controlled or managed by any person who directly or indirectly controls or manages such shareholder, (iv) in which the controller of such shareholder holds, directly or indirectly, an equity interest equal to or greater than thirty percent (30%) of the capital stock, (v) in which such shareholder holds, directly or indirectly, an equity interest equal to or greater than thirty percent (30%) of the capital stock, or (vi) who directly or indirectly holds an equity interest equal to or higher than thirty percent (30%) of the shareholder’s capital stock.

  • Initial Holders has the meaning set forth in the preamble.

  • 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.

  • Registered Shareholders means registered holders of our Shares on the Record Date.

  • Securityholders Agreement means that certain Securityholders ------------------------- Agreement, dated as of July 22, 1998 and as amended from time to time, among Holdings and the signatories parties thereto.