Carlyle Shareholders definition

Carlyle Shareholders means (i) the Initial Carlyle Shareholder and (ii) any Permitted Transferee or Affiliate of the Initial Carlyle Shareholder (x) which is issued Ordinary Shares or becomes the beneficial owner of any Ordinary Shares or is Transferred any Ordinary Shares by any other Person and (y) which becomes a party hereto by executing a Joinder Agreement.
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Carlyle Shareholders means funds or other entities managed by The Carlyle Group Inc. or one of its affiliates and any of their affiliates to which (a) any Carlyle Shareholder or any other person transfers Shares or other securities of the Company or (b) the Company issues Shares or other securities of the Company.
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Carlyle Shareholders means (i) Carlyle Partners V SA1 Cayman, L.P., Carlyle Partners V SA2 Cayman, L.P., Carlyle Partners V SA3 Cayman, L.P., Carlyle Partners V-A Cayman, L.P., CP V Coinvestment A Cayman, L.P., CP V Coinvestment B Cayman, L.P., CEP III Participations, S.à r.l. SICAR, and Carlyle Coatings Partners, L.P.; and (ii) any of their affiliates, to which (a) any of the Carlyle Shareholders or any other person transfers Common Stock or (b) the Company issues Common Stock.
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Examples of Carlyle Shareholders in a sentence

  • Any Restricted Shares purchased from Optionee pursuant to this Section 1 shall be purchased at the same price per share of Common Stock and upon the same terms and conditions as such proposed Transfer by the selling Carlyle Shareholder(s); provided that the Carlyle Shareholders or their Affiliates may be granted rights to participate on the board of directors of any successor or acquiror of the Company or any governance rights with respect thereto that are not given to Optionee.

  • The intent of this computation is to accord to Optionee the right to sell the same percentage of his or her holdings of Common Stock as the Carlyle Shareholders are entitled to sell in such a transaction, with such percentage being applied equally to the number of Restricted Shares and the number of Vested Options held by Optionee and the Other Holders.

  • The Directors shall, subject to the terms of the Shareholders Agreement, applicable law and the listing rules of the Designated Stock Exchange, appoint all individuals nominated by the Carlyle Shareholders to be Carlyle Shareholder Designees.

  • Notwithstanding any provision of these Articles to the contrary, the Carlyle Shareholders shall have the respective rights set forth in the Shareholders Agreement.

  • Upon the demand of any Carlyle Shareholder at any time and from time to time after (or in advance of, but subject to) the expiration or waiver of the underwriter lock-up period applicable to the Company’s IPO, the Company will facilitate in the manner described in this Agreement a non-shelf registered offering of the Shares requested by the demanding Carlyle Shareholders to be included in such offering.

  • The Company will keep the Carlyle Shareholders contemporaneously apprised of all pertinent aspects of its pursuit of any registration, whether pursuant to a Carlyle Shareholder demand or otherwise, with respect to which a piggyback opportunity is available.

  • Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of the Company and the Carlyle Shareholders.

  • In connection with any registered offering of Ordinary Shares covered by a non-shelf registration statement (whether pursuant to the exercise of demand rights or at the initiative of the Company), the Carlyle Shareholders may exercise piggyback rights to have included in such offering Shares held by them.

  • This Agreement shall terminate on the earlier of (i) the election of the Carlyle Majority Interest or (ii) such date as the Carlyle Shareholders, in the aggregate, cease to hold any Shares; provided that notwithstanding any such termination, Section 3.4 shall survive any expiration or termination of this Agreement.

  • Xxxxx Facsimile: (000) 000-0000 If to the Carlyle Shareholders: c/o The Carlyle Group 000 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx X.

Related to Carlyle Shareholders

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

  • Existing Shareholders has the meaning set forth in the preamble.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

  • 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.

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • 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.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

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

  • Common Shareholders means the holders of the Common 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;

  • 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.

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

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • 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).

  • Carlyle means Carlyle Investment Management, LLC.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Common Stockholders means holders of shares of Common Stock.

  • Independent Shareholders means holders of Voting Shares, other than:

  • 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.

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

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

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

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

  • Target Shareholders means the holders of Target Shares;