Closing Stockholders definition

Closing Stockholders means holders of issued and outstanding shares of Common Stock or Preferred Stock as of immediately prior to the Effective Time.
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Closing Stockholders. Equity” means, as of the Effective Time, the aggregate amount of stockholders’ equity of the Acquired Companies on a consolidated basis less accumulated other comprehensive income, in each case as determined in accordance with the Agreed Accounting Principles.
Sample 1
Closing Stockholders. Equity” means the consolidated stockholders’ equity of the Company Entities as shown on the Closing Balance Sheet, determined as set forth in Section 2.05(a) .
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Examples of Closing Stockholders in a sentence

  • If the Determination Committee and the Buyer are able to reach an agreement during such 15-day period, the Closing Stockholders' Equity they agree upon shall be the Final Actual Amount.

  • As summarized here and detailed below, in the event a Stockholder wishes to sell or transfer its shares to a third party, the Stockholder must provide 60 days’ notice of the transaction and its material terms to the Company and all Closing Stockholders.

  • Within 30 days after the Closing Date (the "REVIEW PERIOD"), the Determination Committee (as defined below) shall cause to be prepared and delivered to the Buyer a determination (the "Determination") of the Closing Stockholders' Equity (which amount is referred to herein as the "PRELIMINARY ACTUAL AMOUNT"), including the basis for such Determination set forth in reasonable detail, prepared in accordance with GAAP.

  • Subject to all of the terms and conditions of this Agreement, at the Closing, Stockholders shall sell, assign, transfer, convey and deliver to Buyer all of Stockholders’ right, title and interest in and to the Stock, free and clear of all Encumbrances.

  • Seller will use its reasonable best efforts to cause to be prepared and delivered to Buyer within 45 days after the Closing Date (instead of within 60 days after the Closing Date) the Closing Balance Sheet and a schedule based on such Closing Balance Sheet setting forth Seller’s calculation of (i) Closing Stockholders Equity, (ii) the Purchase Price, (iii) Closing Repayable Debt and (iv) the Total Closing Payment.

  • FinishColor DESIGNER NOTE: See Section 05 50 00, METAL FABRICATION for items specified and finishes for exposed surfaces.

  • Immediately before the Closing, Stockholders will be the lawful record and beneficial owners of the Target Stock, in the amounts set forth opposite their respective names in Section 4.3(ii) of the Spectra Disclosure Schedule.

  • The Investors have the second-highest priority right of refusal (“the Right of First Refusal”), and the Closing Stockholders have the third-highest priority right of refusal (the “Secondary Refusal Right”).

  • Subject to the reimbursement of any reasonable costs and expenses incurred by The Dispatch Printing Company, following the Closing, Stockholders shall and shall cause their Affiliates to reasonably cooperate with Parent and the Company in submitting any claims on behalf of the Company.

  • Immediately before the Closing, Stockholders will have, good, valid and indefeasible title to the Target Stock, free and clear of all Liens, with full right and lawful authority to sell and transfer the Target Stock.


More Definitions of Closing Stockholders

Closing Stockholders. Equity" means the consolidated stockholders' equity of the Company and the Subsidiaries as shown on the Closing Balance Sheet; provided that the determination of Closing Stockholders' Equity shall exclude cash, the Excluded Assets and the proceeds of any sale thereof prior to Closing, Indebtedness, including the Indebtedness listed on Schedule 2.1(d), and the items set forth on Schedule 2.4.
Sample 1
Closing Stockholders. EQUITY" means the stockholders' equity of TCD as at the close of business on February 29, 1996 without giving effect to the transactions contemplated pursuant to this Agreement, which shall exclude the Retained Assets and Retained Liabilities, prepared in conformance with GAAP (except for the absence of footnotes and schedules) and (a) shall include items substantially consistent with those in the Balance Sheet and (b) be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Balance Sheet; PROVIDED, HOWEVER, that stockholders' equity shall not include any deferred tax assets or deferred tax liabilities set forth on the balance sheet of TCD as of such date.
Sample 1
Closing Stockholders. Equity" means the consolidated stockholders' equity of Option One and its Subsidiaries, as reflected on the Final Closing Balance Sheet, less the book value of any goodwill reflected on the Final Closing Balance Sheet and after making the Loan Sale Adjustment as required by Section 2.4(c) hereof.
Sample 1

Related to Closing Stockholders

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • 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.

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

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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

  • 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).

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

  • Company Shareholders means holders of Company Shares.

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

  • 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;

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

  • 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

  • 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.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

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

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • 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.

  • Common Stockholders means holders of shares of Common Stock.

  • Second Closing has the meaning set forth in Section 2.2.

  • 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.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).